oaaalIaalU[d,iB'o
. gYSTElr.^a\ _ca
ae '+^A'o<P.,(:y
ISO$01 .lSO 14m1oHsAS 18m1
vTL/CS/ 18-te l
BSE Ltd.Corporate Relationship Department,1"t Floor, New Trading Ring,Rotunda Building,P.J.Towers, Dzrial Street,Fort,MUMBAI-4OO OO1
Company's ScriP Code: 517O15
Vindhya Telelinks LimitedRegd' Office : Udyog Vihar' P O Chorhata'
Rewa - 486 006 (M.P') lndia.
Tel. : (07662) 4OO4OO 'Fax | (07662]' 400591
E- Mai I : headoffice@vtl rewa.com' Website : www vtl rewa'com
PAN No. AAACV7757J 'ClN No. L3l3OOMPl985PLC002]34CSTI N : 23 AAACVTT 57 JZZZ
7 AUG 20t8
The Manager,Listing Department,The National Stock Exchange of India Ltd,Exchange Plaza, C- 1, Block G,
Bandra Kurla ComPlex,Bandra (E),MUMBAI-4OO O51
Company's ScriP Code: VINDI{YATEL
Dear Sir,
Sub: Annual Reports for the financial year 2OL7-LApursuant to Regulation 34 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations. 2015
In pursuance to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015, please find enclosed herewith the Annual Reports of the Company forthe financial year 2Ol7-18 duly adopted by the Members in the Thirty Fifth Annual GeneralMeeting of the Company held on 3l"t July, 2018.
This is for your records.
Thanking you,
Yours faithfully,for Vindlrya Telelinks Limited
nIJJ-4lY,lo -t+r 1
(Satyendu Hattnaik)Company Secretary
Encl: As above
works: i)
ii)Plot No. I, Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M.p.)
Plot No. |-C & I -D, Udyog Vihar, P.O. Chorhata, Rewa - 486 006 (M'P.)
VINDHYA TELELINKS LIMITED
ANNUAL REPORT 2017-18
BOARD OF DIRECTORSSHRI HARSH V.LODHA ChairmanSHRI J.VEERARAGHAVANSHRI S.K.MISRASHRI R.C.TAPURIAHSHRI D.R. BANSALSHRI PRACHETA MAJUMDARSHRI SHIV DAYAL KAPOORSMT KIRAN AGGARWALSHRI DILIP GANESH KARNIKSHRI Y.S.LODHA Managing Director & CEO
AUDIT COMMITTEESHRI R.C.TAPURIAH ChairmanSHRI J.VEERARAGHAVANSHRI S.K.MISRASHRI PRACHETA MAJUMDAR
MANAGEMENT TEAMSHRI SANDEEP CHAWLA President/CEO (EPC Division)SHRI RAMESH SINGH President (Works)SHRI R.K. SHARMA President (Projects)SHRI V.P. SINGH Vice President (Works)SHRI VINEET SHRIVASTAVA Vice President (Business Development)SHRI SAURABH CHHAJER SHRI SATYENDU PATTNAIK Company Secretary
AUDITORSV.SANKAR AIYAR & CO.CHARTERED ACCOUNTANTSNEW DELHI
BANKERSSTATE BANK OF INDIAIDBI BANK LTD.HDFC BANK LTD.RBL BANK LTD.
REGISTERED OFFICE & WORKSUDYOG VIHARP.O.CHORHATAREWA - 486 006 (M.P.)Phone : (07662) 400 400Fax : (07662) 400 591
CIN : L31300MP1983PLC002134PAN : AAACV7757J
CONTENTS PAGE NO.Notice I-VIDirectors’ Report 1-26Management Discussion and Analysis 27-30Report on Corporate Governance 31-43Independent Auditors’ Report 44-47Balance Sheet 48
Cash Flow Statement 50-51Statement of Changes in Equity 52
Independent Auditors’ Report on Consolidated
Financial Statement of Subsidiaries, Associates and Joint Venture Company 135
MP BIRLAGROUP
VTL
I
MP BIRLAGROUP
NOTICE
NOTICE is hereby given that the Thirty Fifth Annual General Meeting of the Members of Vindhya Telelinks Limited will be held on Tuesday,
the following business:ORDINARY BUSINESS:
Auditors thereon.
SPECIAL BUSINESS:
Ordinary Resolution:
Ordinary Resolution:
P.O.Chorhata,
NOTES FOR MEMBERS’ ATTENTION
Auditors at the 32nd
th
VTL
II
MP BIRLAGROUP
3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (“MEETING”) IS ENTITLED TO APPOINT
A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF OR HERSELF AND THE PROXY NEED NOT BE A
MEMBER OF THE COMPANY.
Transfer Agents.
VTL
III
MP BIRLAGROUP
Meeting.
Transfer Agents.
For Members holding shares in Demat Form and Physical Form
PAN
DetailsOR
VTL
IV
MP BIRLAGROUP
the Resolution.
while voting on your mobile.
off date, i.e. July 24, 2018.
the voting forthwith.
VTL
V
MP BIRLAGROUP
ANNEXURE TO NOTICE
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013
2018:Item No.4
Item No. 5
Details of Directors seeking re-appointment and appointment in the ensuing Annual General Meeting scheduled to be held on July
31, 2018.
Name of Director
Date of Birth
Nationality IndianAge
Terms and conditions of appointment/
re-appointment along with details of
remuneration sought to be paid and the
remuneration last drawn, if applicable
Liable to retire by rotation.
Number of Shares held in the Company Nil Relationship with other Directors, Manager
and other Key Managerial Personnel
None
VTL
VI
MP BIRLAGROUP
Number of Board meeting attended during
List of outside Directorships held*
Chairman/Member of the Committee of
the Board of Directors of the Company
Chairman/Member of the Committee of
the Board of Directors of other Public
Companies
Name of Director
Date of Birth
Nationality IndianAge
as Arbitration and Legal Consultant.Terms and conditions of appointment/
re-appointment along with details of
remuneration sought to be paid and the
remuneration last drawn, if applicable
Liable to retire by rotation.
Number of Shares held in the Company
Relationship with other Directors, Manager
and other Key Managerial Personnel
None
Number of Board meeting attended during
List of outside Directorships held*
Chairman/Member of the Committee of
the Board of Directors of the Company
None
Chairman/Member of the Committee of
the Board of Directors of other Public
Companies
P.O.Chorhata,
VTL
1
MP BIRLAGROUP
Directors’ ReportTO THE SHAREHOLDERS
Your Directors have the pleasure of presenting their Thirty Fifth Annual Report, together with the Audited Financial Statements of the Company for the year ended March 31, 2018.SUMMARY OF FINANCIAL RESULTS & STATE OF COMPANY’S AFFAIRS
Description Amount (` in lakhs)
2017-18 2016-17Revenue from Operations 135138.46 102654.84Other Income 1073.50 1835.41Earnings before Finance Costs, Depreciation and Tax 18811.43 14699.58Finance Costs 4719.93 4074.28
14091.50 10625.30Depreciation and Amortisation 1490.80 1266.41
12600.70 9358.89Tax Expenses / (Credit) 4267.63 2795.02
8333.07 6563.87
Your Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017 (transition date being April 1, 2016).
provisions of Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended
GENERAL & CORPORATE MATTERS
Your Company continues to operate in two business segments i.e. Cables and Engineering Procurement and Construction (EPC). The
Report.During the year under review, your Company achieved Gross Revenue from operations of ` ` 102654.84
to ` `
the year stood at ` `
operational during the year under review, which enabled the Company to launch certain variants of cables and conductors for Indian
nd quarter
the process of implementing substantial expansion of its Optical Fibre Cables facility (OFC Unit) at Rewa to be executed in phases.
to be operational by November/December, 2018 with an estimated incremental capital outlay of `
competition during downturn in business cycle.
of the total global consumption) and South Asia/Indian Subcontinent accounted for approx.23 Million FKM. South Asia sub-region anchored
VTL
2
MP BIRLAGROUP
country in order to catchup with the peers in the global arena. The proliferation of 4G and Voice over Long Term Evolution services are
a National Fibre Authority which augers well for the Company.The Company also foresees robust demand for its Copper Cables product portfolio including Railway Signaling and Quad Cables with the planned increased infrastructure spending in public and private sectors and also due to focus of the Government on strengthening, capacity
to commissioning in certain infrastructure segments and is continually exploring new business opportunities in the evolving technology
DIVIDEND AND RESERVES
pleased to recommend a Dividend of ` 10/- (previous year ` 7/-) per equity share of face value ` year ended on March 31, 2018. The distribution of Dividend on equity shares, if approved by the Members at the ensuing Annual General Meeting, will result in payout of `
During the year under review, your Company transferred a sum of ` ` Reserve.SHARE CAPITAL
The paid-up Equity Share Capital of the Company as at March 31, 2018 stood at `
under any scheme. Further, none of the Directors of the Company holds investments convertible into equity shares of the Company as on March 31, 2018.DEPOSITS/FINANCE
Your Company has not accepted any public deposits during the year within the meaning of Section(s) 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.
corporate Loans with low coupon rate long term Non-Convertible Debentures, etc.During the year under review, your Company issued and allotted second tranche of Unsecured, Unlisted, Rated, Redeemable, Non-Convertible Debentures (NCDs) aggregating to ̀
CARE Ratings Ltd.CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
regarding compliance of conditions of Corporate Governance are made a part of the Annual Report.CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
(iii) Promoting Girl Child education; (iv) Ensuring Environmental Sustainability, Ecological balance, Conservation of natural resources and
VTL
3
MP BIRLAGROUP
in other parts of India. These activities are largely in accordance with Schedule VII of the Companies Act, 2013 read with Companies
The Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is given in
is available on the website of the Company i.e. www.vtlrewa.com.DIRECTORS’ RESPONSIBILITY STATEMENT
following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;
(b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and
Accounting Standards (Ind AS) effective from April 1, 2017 with transition date being April 1, 2016 and accordingly, the transition was carried out and applied in the accounting policies in accordance with the applicable Ind AS as stated in the Notes to Financial Statements. The impact of transition has been recorded in opening reserves as at April 1, 2016 and the periods presented have been restated accordingly;
of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(f) that system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
the prevention and detection of frauds and errors, the accuracy in completeness of the accounting records and the timely preparation of
business operations coupled with adherence to its established policies, safety/security of its assets besides orderly and legitimate conduct of
2013, Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act and rules made thereunder and all
Accountants. Internal audits are conducted at regular intervals and a summary of the observations and recommendations of such audits are placed before the Audit Committee. The Internal Auditors, the Audit Committee as well as the Board of Directors conduct an evaluation of
The Board has also implemented systems to ensure compliance of all applicable laws to the Company which were effective and operative.
from all functional heads responsible for compliance of such applicable laws and regulations. The Company Secretary is responsible for compliance of corporate laws including Companies Act, 2013, SEBI Act and rules/guidelines and listing regulations including any statutory
VTL
4
MP BIRLAGROUP
INDUSTRIAL RELATIONS AND SAFETY
dedicated efforts and contribution of all the employees in the growth and performance of the Company during the year. Despite severe competition, the enthusiasm and unstinting efforts of the employees have enabled your Company to remain at the forefront of the industry.Your Company continues to accord a very high priority to both industrial safety and environmental protection and these are ongoing
continuously towards reduction in waste for disposal. The Company as a policy re-evaluates safety standards and practices from time to time in order to raise the bar of safety standards for its people as well as users and customers.RECOGNITION
as well as aligned with the external standards for Quality Management System ISO 9001:2015 and TL 9000 R5.5/R5.0H, Environmental Management System ISO 14001:2015 and Occupational Health and Safety Management System OHSAS 18001:2007. During the year, the
System.DIRECTORS
(DIN:00050612), Director, shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the consideration of the members of the Company at the ensuing Annual General Meeting.Pursuant to provisions contained in Article 94 of the Articles of Association of the Company and Sections 149 and 161 of the Companies
has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing the candidature of Shri Dilip May 23,
2018 Meeting.
Regulations and Clause 1.2.5 of the Secretarial Standard on General Meetings (SS-2) are given in the Notice of the ensuing Annual General Meeting, which is being sent to the shareholders along with Annual Report.KEY MANAGERIAL PERSONNEL
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors of your Company viz. Shri J.Veeraraghavan, Shri S.K. Misra, Shri R.C.Tapuriah, Shri Shiv Dayal Kapoor and
compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and
Disclosure Requirements), Regulations, 2015.MEETINGS OF BOARD AND COMPOSITION OF COMMITTEES
During the year under review, the Board met six times viz. on May 15, 2017, August 09, 2017, September 15, 2017, November 14, 2017, February 06, 2018 and March 09, 2018.As required under Section 177(8) read with Section 134(3) of the Companies Act, 2013, and the rules framed thereunder, the composition and meetings of the Audit Committee were in line with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details of which alongwith composition, number of meetings of all other Board Committees held during the year under review and attendance at the meetings are provided in the Report on Corporate Governance, forming a part of the Annual Report. During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors.PERFORMANCE EVALUATION OF BOARD, COMMITTEES & DIRECTORS
Pursuant to the Provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
VTL
5
MP BIRLAGROUP
2015 and the Guidance Note on Board evaluation issued by SEBI, the Board of Directors of the Company carried out the formal annual
are desired, recognising that competencies and experiences evolves over time. The evaluation process also covered various aspects of
and obligations, governance issues, etc. The process was conducted by allowing the Board to engage in candid discussions with each
planning and other criteria based on performance and personal attributes of the Directors. During the process of evaluation, the Board of Directors also considered the criteria for evaluation of performance of Independent Directors and the Board of Directors formulated by the Nomination and Remuneration Committee. The Board of Directors also reviewed and deliberated the review of performance of the Chairman
the Board, its Committees and individual members. A statement indicating the manner, in which formal annual evaluation has been made by the Board of Directors, is given in the Report on Corporate Governance which forms a part of the Annual Report.SELECTION AND APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee (NRC) has adopted a terms
Key Managerial Personnel/Senior Management Personnel of the Company. The NRC recommends appointment of Director/appointment
prescribed provisions of the Companies Act, 2013 and rules framed thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The NRC, in addition to ensuring diversity of race and gender, also considers the impact the appointee would have on
The Board of Directors in consonance with the recommendation of Nomination and Remuneration Committee has also adopted the Remuneration Policy for the members of the Board and Executive Management. The guiding principles of the Remuneration Policy are stated in the Report on Corporate Governance, which forms a part of the Annual Report.VIGIL MECHANISM / WHISTLE BLOWER POLICY
In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a Vigil Mechanism which includes
Governance Report and also posted on the website of the Company.AUDITORS
In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 as amended vide the Companies (Amendment) Act, 2017 and the Companies (Audit and Auditors) Amendment Rules, 2018 respectively, Messrs V.
th
Companies Act, 2013, the Chartered Accountants Act, 1949 and the rules and regulations made thereunder.
General Meeting of the Company.AUDITORS’ REPORT
the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013, therefore, no detail is required to be disclosed in pursuance to Section 134(3)(ca) of the Companies Act, 2013.SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial
the Secretarial Audit of the Company for the year ended March 31, 2018. The Report of the Secretarial Auditor is given in Annexure-II, which
calls for any comments or explanations.
VTL
6
MP BIRLAGROUP
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has proper system in place to ensure compliance with the provisions of applicable Secretarial Standards. During the year under review, your Company has complied with applicable provisions of Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.RELATED PARTY TRANSACTIONS
basis and in the ordinary course of business. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is given in Annexure III, which
the interest of the Company at large.All related party transactions are placed before the meeting(s) of Audit Committee for its approval. Prior omnibus approval of the Audit
statement giving details of all related party transactions entered into pursuant to the omnibus approval together with relevant documents/
Related Party Transactions and dealing with Related Party Transactions, as approved by the Board of Directors, is uploaded on the http://www.vtlrewa.com/pdf/
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE(S)
Your Company has three wholly owned subsidiaries namely August Agents Limited, Insilco Agents Limited and Laneseda Agents Limited.
(Listing Obligations and Disclosure Requirements), Regulations, 2015. During the year under review there was no change in the number
under review.
strategy.
2014 is attached as per the prescribed format and forms a part of the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
Indian Accounting Standards (Ind AS) as prescribed under the Companies Act, 2013 (“the act”), Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act and rules made thereunder [including the statutory amendment(s) thereof if any].In accordance with the applicable provisions of the Act and the rules and regulations made thereunder, read with Indian Accounting Standard (Ind AS)-110 “Consolidated Financial Statements” and Indian Accounting Standard (Ind AS)-28 “Accounting for Investments in Associates and Joint Ventures”, the audited Consolidated Financial Statements of the Company as of and for the year ended March 31, 2018, forms a part of the Annual Report.PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The particulars of Loans, Guarantees and Investments in pursuance to Section 186 of the Companies Act, 2013 have been disclosed in the .
DISCLOSURE OF RATIO OF REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL, ETC.
As required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Statement of Disclosure of Remuneration and such other details as prescribed therein are given in
EXTRACT OF ANNUAL RETURN
An Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 is given in Annexure-V, which is attached hereto
VTL
7
MP BIRLAGROUP
Particulars of Employees
The information required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of an employee of the Company are given in Annexure-VI, which is attached
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, the information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are given in Annexure-VII, which is attached
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or events on these items during the year under review:(a) The Managing Director of the Company does not receive any remuneration or commission from any of the subsidiaries of the Company.
Company and its operations in future.
(Prevention, Prohibition and Redressal) Act, 2013, and Rules made thereunder. During the year under review, there were no cases
(e) No frauds were reported by Auditors in terms of Section 143(2) of the Companies Act, 2013 and rules, if any, made thereunder.ACKNOWLEDGEMENT
The Board desires to place on record its grateful appreciations for the excellent assistance and co-operation received from the State
employees of the Company for their unstinted commitment and continued contribution in the performance of the Company.
Yours faithfully, Harsh V.Lodha Chairman (DIN: 00394094) J. Veeraraghavan (DIN: 00078998) S.K. Misra (DIN: 00009411) R.C. Tapuriah (DIN: 00395997) D.R. Bansal (DIN: 00050612) Directors
(DIN: 00179118) Shiv Dayal Kapoor (DIN: 00043634) Kiran Aggarwal (DIN: 06991807)
(DIN: 06419513) Y.S. Lodha Managing Director (DIN: 00052861) New Delhi, May 23, 2018
}
VTL
8
MP BIRLAGROUP
ANNEXURE-I
ANNUAL REPORT ON
CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
(1) A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken and a
reference to the web-link to the CSR policy and projects or programmes:
As per the provisions of the Companies Act, 2013 and rules framed thereunder, the Company has formulated its CSR Policy with the
conservation of natural resources and maintaining quality of soil, air and water, promoting health care including preventive health care,
vtlrewa.com.(2) The Composition of the CSR Committee:
(a) Shri D.R. Bansal, Chairman (Non – Executive Director)(b) Shri J. Veeraraghavan (Independent Director)(c) Shri S. K. Misra (Independent Director)
`
(4) Prescribed CSR Expenditure (two percent of the amount as in item 3 above):
The Company was required to spend `
Direct: ` ` 177.42
(b) Amount unspent, if any :
(`CSR Project or Activities Sector Location Amount
outlay
(budget)
project or
programme
wise
Amount spent on the
projects or Programmes*
Cumulative
Expenditure
upto to the
reporting
period
Amount
spent: Direct
or through
implementing
agency
1. Contribution to Gaushala (Cow Ranch) administered by Gaushala Committee under the Chairmanship of District Collector.
Laxmanbag, Rewa City, Rewa (M.P.)
1.20 1.20 2.40 Direct
2. Contribution to Udbhav School, Secunderabad for promotion of Girl child education and overall growth and development thereof.
Promoting education, including special education and employment enhancing
among children, women, elderly, and the differently-abled and livelihood
Udbhav School, Secunderabad
0.50 0.50 0.50 Direct
VTL
9
MP BIRLAGROUP
(`CSR Project or Activities Sector Location Amount
outlay
(budget)
project or
programme
wise
Amount spent on the
projects or Programmes*
Cumulative
Expenditure
upto to the
reporting
period
Amount
spent: Direct
or through
implementing
agency
rainy season in Udyog Vihar Industrial Area, Rewa (M.P.) and surrounding villages/localities
Ensuring Environmental Sustainability, Ecological balance, Conservation of natural resources and maintaining quality of Soil, Air
At local area /nearby place where manufacturing facility of the Company is situated (District-Rewa in the state of Madhya Pradesh).
75.62 7.00 25.80(from Financial Years 2016-17 to 2017-18)
Through the implementing agency,“MadhavPrasad Priyamvada Birla Apex Charitable Trust” which is duly registered under Section 12A of the Income Tax Act, 1961.
4. Infrastructure Development at M.P. Birla Foundation Industrial Training Centre, Rewa (M.P.) by:(i) Fencing of Razor barbed wire
on the boundary wall to restrict trespassing by the surrounding locals and strengthening of security and
(ii) Installation of electric fans and
Education- promoting Employment Enhancing
and Livelihood Enhancement
-do-
9.80
4.00
9.00
4.00
105.01(from
Financial Years 2014-15 to 2017-18)
5. Contribution towards strengthening and enhancement of infrastructure and meeting operational expenditure of M.P. Birla Foundation Industrial Training Centre, Rewa (M.P.).
-do- -do- 79.00 79.00 79.00
and renovation of Recreation Centre/
and Ensuring environmental sustainability, ecological balance, animal welfare, conservation of natural resources.
Gangotri Region, 9.00 9.00 9.00
7. Fire/natural calamity relief and prevention-Fire Tender and Equipments required therefor.#
Ensuring environmental sustainability, ecological
fauna, conservation of natural resources and maintaining quality of soil, air and water.
At local area /nearby place where manufacturing facility of the Company is situated (District-Rewa in the state of Madhya Pradesh).
40.00 14.54 -
8. New Dispensary equipped with modern Test Laboratory equipment.#
Promoting health care including preventive health care.
-do- 27.00 To be implemented in the current F.Y. 2018-19 upon
of suitable location by the District/ Industrial Area authorities/ agencies.
-
*
# CSR activity(ies) pertaining to F.Y. 2016-17.
the reasons for not spending the amount:
Area authorities/agencies. As a socially responsible citizen, the Company is committed to increase its CSR impact and spend over the coming years with the aim of playing a larger role in development of local area by embedding wider economic, social and environmental
(7) Responsibility Statement by the Corporate Social Responsibility Committee:
Y. S. Lodha D. R. Bansal
Managing Director Chairman-CSR Committee
VTL
10
MP BIRLAGROUP
ANNEXURE-II
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Key Managerial Personnel) Rules, 2014]
To,The Members,
Udyog Vihar,P.O. Chorhata,
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices
a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.
force and also that the Company has proper Board-processes and compliance-mechanism in place to the extent and in the manner reported hereinafter.
year ended on March 31, 2018 according to the provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder;
(iii) The Depositories Act, 1996 as amended by the Securities Laws (Amendment) Act, 2014 and the Regulations and Bye-laws framed thereunder;
(iv) The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not Applicable to the Company during the audit period);
during the audit period);
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;
(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 relating to the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the audit period); and
the audit period).
(vi) The Factories Act, 1948;
(vii) The Industrial Dispute Act, 1947;
(x) The Employees State Insurance Act, 1948;
VTL
11
MP BIRLAGROUP
(xi) The Employees Provident Fund and Miscellaneous Provisions Act, 1952;
(xii) The Payment of Bonus Act, 1965 and Payment of Bonus (Amendment Act, 2015);
(xiii) The Payment of Gratuity Act, 1972;
(xiv) The Contact Labour (Regulation and Abolition) Act, 1970;
(xvi) The Child Labour Prohibition and Regulation Act, 1986;
(xvii) The Apprentices Act, 1961;
(xviii) The Equal Remuneration Act, 1976;
(xix) The Employment Exchange (Vacancies) Act, 1976;
(xx) The Environment (Protection) Act, 1986;
(xxiii) The Air (Prevention and Control of Pollution) Act, 1981;
(xxiv) The Indian Contract Act, 1872;
(xxv) The Income Tax Act, 1961 and Indirect Tax Laws including Goods and Services Tax Act, 2017 and relevant Rules made thereunder;
(xxvi) The Indian Stamp Act, 1899;
(xxvii) Other Labour Laws and Laws incidental thereto related to labour and employees appointed by the Company including Labour
(xxviii) Acts as prescribed under Shop and Establishment Act of various local authorities.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI);
(iii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.
I further report that Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors. The change in the composition of the Board of Directors by way of appointment of an Additional Director
rules made thereunder.
Adequate notice is given to all Directors to schedule the Board Meetings and Committee Meetings at least seven days before the date of the Meeting, agenda and detailed notes on agenda were sent within the time prescribed therefor (including with respect to price sensitive information at a shorter period in certain exceptional cases with the unanimous general consent of all Directors including Independent
All decisions at Board Meetings and Committee Meetings held during the audit period were carried out unanimously as recorded in the Minutes of the Meetings of the Board of Directors or Committee(s) of the Board, as the case may be.
I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
I further report that during the audit period, there were no instances of:
(i) Public / Rights / Preferential issue of shares /sweat equity.
(iii) Merger / amalgamation / reconstruction etc.
(iv) Foreign technical collaboration.
VTL
12
MP BIRLAGROUP
I further report that during the audit period, members of the Company accorded their approval by way of passing Special Resolution(s)
Clause of the Memorandum of Association of the Company.
Company Secretaries
Kishor Kumar GuptaPartner
Place : Satna CP No. 14474Date : May 23, 2018 ACS No. 38776This report is to be read with my letter of even date which is annexed as Annexure-A and forms an integral part of this report.
‘Annexure A’
To,The Members,
Udyog Vihar,P.O. Chorhata,
this letter.1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion
on the secretarial records and legal compliances based on our audit.2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the
basis for my opinion.
of events, etc.5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of
which the management has conducted the affairs of the Company.
Company Secretaries
Kishor Kumar GuptaPartner
Place : Satna CP No. 14474Date : May 23, 2018 ACS No. 38776
VTL
13
MP BIRLAGROUP
ANNEXURE-III
FORM ‘AOC-2’
[Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies
Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]
Disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) of section
(1) Details of contracts or arrangements or transactions not at arm’s length basis: The Company has not entered into any contract
(2) Details of material contracts or arrangement or transactions at arm’s length basis:
(a) Name of the
related party
and nature of
relationship
(BFFOPL), a private limited company having common Directors.
Universal Cables Limited (UCL), a public limited company having common Chairman and also the
(b) Nature of
contracts/
arrangements/
transactions
Purchase of various types and grades of optical
other transactions including reimbursement of expenses or other obligations, etc.
Sale, purchase, supply, outsourcing of goods including
of co-bidding/ consortium bidding), leasing of factory/
recovery of cost or other obligations or other business transactions as mutually agreed between the Company and UCL.
(c) Duration of
the contracts/
arrangements/
transactions
Ongoing and new contracts/agreements from time to time. The unrelated shareholders of the Company, through postal ballot, accorded their approval on January 14, 2016, by way of an ordinary resolution for entering into contracts/
Fibre Optics Private Limited upto a maximum amount of `250 Crores (Rupees Two Hundred
Ongoing and new contracts/agreements from time to time. The unrelated shareholders of the Company, at the Annual General Meeting of the Company held on July 24, 2017, accorded their approval by way of an ordinary resolution for entering into contracts/ arrangements/ transactions with Universal Cables Limited upto a maximum amount of ̀ 250 Crores (Rupees Two Hundred
(d) Salient terms
of the contracts
or arrangement
or transactions
including the
value, if any,
(Financial Year
2017-18)
(i) Purchase of various types and grades of
`
(ii) Sale of raw material – `The contracts or arrangements or transactions for Purchase and sale of raw materials were entered into as per mutually agreed commercial terms and conditions in line with the prevalent business practices and generally comparable with unrelated parties in all material aspects.
materials/consumables – `
consumables – `(iii) Processing Charges received – `(iv) Processing Charges paid – `(v) Dividend paid – `The salient terms of contracts or arrangements or transaction were:
raw materials/ consumables - As per mutually agreed commercial terms and conditions in line with the prevalent business practices and generally comparable with unrelated parties in all material aspects.
by the Parties.(iii) Dividend paid by the Company pertains to the
Financial Year 2016-17.
VTL
14
MP BIRLAGROUP
(e) Date of approval
by the Board, if
any
14, 2016 and in pursuance thereto an omnibus
18 was accorded by the Audit Committee in its Meeting held on February 10, 2017.
2017 and in pursuance thereto an omnibus approval
by the Audit Committee in its Meeting held on February 06, 2018.
(f) Amount paid as
advances
Nil Nil
Harsh V.Lodha Chairman (DIN: 00394094) J. Veeraraghavan (DIN: 00078998) S.K. Misra (DIN: 00009411) R.C. Tapuriah (DIN: 00395997) D.R. Bansal (DIN: 00050612) Directors
(DIN: 00179118) Shiv Dayal Kapoor (DIN: 00043634) Kiran Aggarwal (DIN: 06991807)
(DIN: 06419513) Y.S. Lodha Managing Director (DIN: 00052861) New Delhi, May 23, 2018
}
VTL
15
MP BIRLAGROUP
ANNEXURE-‘IV’
DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH
RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
SL.
No.
Name of Director/ KMP and Designation Ratio of remuneration of each Director to
the median remuneration of employees
% increase in Remuneration
1 Shri Y.S.Lodha(Managing Director)
67.42:1 15.55
2 N.A. 61.51
3 N.A. N.A.
4(Company Secretary)
N.A. N.A.
Note(s):
compared to previous year remuneration is not given being not comparable.(b) None of the Directors of the Company except the Managing Director has received any remuneration, other than Sitting Fees for
(c) “Median” means the numerical value separating the higher half of employees of the Company from the lower half and the median
one.
previous year.(iii) There were 579 permanent employees on the rolls of the Company as on March 31, 2018.
Company. Harsh V.Lodha Chairman (DIN: 00394094) J. Veeraraghavan (DIN: 00078998) S.K. Misra (DIN: 00009411) R.C. Tapuriah (DIN: 00395997) D.R. Bansal (DIN: 00050612) Directors
(DIN: 00179118) Shiv Dayal Kapoor (DIN: 00043634) Kiran Aggarwal (DIN: 06991807)
(DIN: 06419513) Y.S. Lodha Managing Director (DIN: 00052861) New Delhi, May 23, 2018
}
VTL
16
MP BIRLAGROUP
ANNEXURE-V
Form No.MGT-9
EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31, 2018
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS
(i) CIN : L31300MP1983PLC002134(ii) Registration Date : January 27, 1983
(iv) Category/Sub-Category of the Company : Public Company limited by Shares
Telephone No.(07662) 400400, Fax No.(07662) 400591
Telephone No.(022) 49186000, Fax No.(022)49186060
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
Sl.
No.
Name and Description of main Products/ Services NIC Code of the Product/
Service
% to total turnover of the
Company
1. Cables 30.14
2. Engineering, Procurement and Construction (EPC) 4220 69.86
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sl.
No.
Name and Address of the Company CIN/GLN Holding/
Subsidiary/
Associate
% of
Shares
held
Applicable
Section
1. August Agents Limited , C/o Birla Building, 4th Floor, Subsidiary 100.00 2(87)(ii)
2. Insilco Agents Limited, C/o Birla Building, 4th Floor, Subsidiary 100.00 2(87)(ii)
3. Laneseda Agents Limited, C/o Birla Building, 4th Floor, Subsidiary 100.00 2(87)(ii)
4. Associate 48.00 2(6)
5. Birla Visabeira Private Limited, Commercial Plaza, 2nd
Mahipalpur, New Delhi-110037
U45400DL2015PTC285164 Associate 40.00 2(6)
6.Satna-485005 (M.P.)
L31300MP1945PLC001114 Associate 23.85* 2(6)
7. Birla Corporation Limited, C/o Birla Building, 4th Floor, Associate 8.29 2(6)
High Court of Delhi on 18th November, 2015, as intimated by UCL.
VTL
17
MP BIRLAGROUP
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Shareholding
Category of Shareholders No. of Shares held at the beginning of
the year (as on 01.04.2017)
No. of Shares held at the end of the
year (as on 31.03.2018)
%
Change
during
the year
Demat Physical Total % of
Total
Shares
Demat Physical Total % of
Total
Shares
A. Promoter
(1) Indian
(a) Individual/HUF - - - - - - - - NIL(b) Central Government - - - - - - - - NIL(c) State Government(s) – through a Corporation 28000 - 28000 0.24 28000 - 28000 0.24 NIL(d) Bodies Corporate 5129305 - 5129305 43.28 5129305 - 5129305 43.28 NIL
- - - - - - - - NIL(f) Any other - - - - - - - - NILSub-Total (A) (1) 5157305 - 5157305 43.52 5157305 - 5157305 43.52 NIL
(2) Foreign
(a) NRIs-Individuals - - - - - - - - NIL(b) Other-Individuals - - - - - - - - NIL(c) Bodies Corporate - - - - - - - - NIL
- - - - - - - - NIL(e) Any other - - - - - - - - NILSub-Total (A) (2) - - - - - - - - NIL
Total shareholding of
Promoter (A)=(A)(1)+(A)(2)
5157305 - 5157305 43.52 5157305 - 5157305 43.52 NIL
B. Public Shareholding
(1) Institutions
(a) Mutual Funds 1206708 400 1207108 10.19 1062316 400 1062716 8.97 (-) 1.2212212 4754 16966 0.14 6343 4754 11097 0.09 (-) 0.05
(c) Central Government - - - - - - - - NIL(d) State Government(s) - - - - - - - - NIL(e) Venture Capital Funds - - - - - - - - NIL(f) Insurance Companies - - - - - - - - NIL(g) FIIs 322768 700 323468 2.73 256008 700 256708 2.17 (-) 0.56(h) Foreign Venture Capital Funds - - - - - - - - NIL(i) Other (Specify) -Alternate Investment Funds - - - - 92129 - 92129 0.78 (+) 0.78Sub-Total (B) (1) 1541688 5854 1547542 13.06 1416796 5854 1422650 12.01 (-) 1.05
(2) Non-Institutions
(a) Bodies Corporate (i) Indian 925655 10080 935735 7.90 1037918 10080 1047998 8.84 (+) 0.94(ii) Overseas - - - - - - - - NIL(b) Individuals (i) Individual Shareholders holding nominal Share
Capital upto `1241972 258999 1500971 12.67 1226924 245514 1472438 12.42 (-) 0.25
(ii) Individual Shareholders holding nominal Share Capital in excess of `
1109619 - 1109619 9.36 1137861 - 1137861 9.60 (+) 0.24
(c) Others (Specify) -(i) Hindu Undivided Family 109773 - 109773 0.93 168541 - 168541 1.42 (+) 0.49(ii) Non Resident Indians 100367 34020 134387 1.13 90617 30920 121537 1.03 (-) 0.10 (iii) Directors and their Relatives - - - - 500 - 500 0.01 (+) 0.01(iv) Persons Acting in Concert 1257086 500 1257586 10.61 1257086 500 1257586 10.61 NIL(v) Unclaimed Shares 1701 - 1701 0.01 1701 - 1701 0.01 NIL(vi) Clearing Members 96244 - 96244 0.81 62746 - 62746 0.53 (-) 0.28(vii) IEPF Authority - - - - - - - - NILSub-Total (B) (2) 4842417 303599 5146016 43.42 4983894 287014 5270908 44.47 (+) 1.05
Total Public Shareholding (B)=(B)(1)+(B)(2) 6384105 309453 6693558 56.48 6400690 292868 6693558 56.48 NIL
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - NIL
GRAND TOTAL (A+B+C) 11541410 309453 11850863 100.00 11557995 292868 11850863 100.00 NIL
VTL
18
MP BIRLAGROUP
(ii) Shareholding of Promoters
Sl.
No.
Shareholder’s Name Shareholding at the beginning of
the year (as on 01.04.2017)
Shareholding at the end of the year
(as on 31.03.2018)
%
change
in Share
holding
during
the year
No. of
Shares
% of total
Shares
of the
Company
% of Shares
Pledged/
encumbered
to total Shares
No. of
Shares
% of total
Shares
of the
Company
% of Shares
Pledged/
encumbered
to total Shares
1. Universal Cables Ltd. 3454530 29.15 - 3454530 29.15 - NIL2. 1291374 10.90 - 1291374 10.90 - NIL3. Trilochan Vyapaar Private Ltd. 237211 2.00 - 237211 2.00 - NIL4. 121842 1.03 - 121842 1.03 - NIL5. M.P.State Industrial Development Corporation Ltd. 28000 0.24 - 28000 0.24 - NIL6. 15100 0.13 - 15100 0.13 - NIL7. 8848 0.07 - 8848 0.07 - NIL8. Birla Financial Corporation Ltd. 100 - - 100 - - NIL9. East India Investment Co.Pvt.Ltd. 100 - - 100 - - NIL10. 100 - - 100 - - NIL11. Birla Cable Ltd. 100 - - 100 - - NIL
5157305 43.52 - 5157305 43.52 - NIL
(iii) Change in Promoters’ Shareholding (please specify, if there is no change)
Shareholding at the beginning of the
year (as on 01.04.2017)
Cumulative Shareholding during the
year (as on 31.03.2018)
No. of Shares % of total Shares of
the Company
No. of Shares % of total Shares of
the Company
At the beginning of the year
2017-18.
Date wise Increase/ Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)At the end of the year
(iv) Shareholding Pattern of top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Sl.
No.
For Each of the Top Ten Shareholders Shareholding at the beginning
of the year (as on 01.04.2017)
Cumulative Shareholding
during the year (as on
31.03.2018)
No. of
Shares
% of total Shares
of the Company
No. of
Shares
% of total Shares
of the Company
1. Belle Vue Clinic 1164286 9.82Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)
No change
At the end of the year 1164286 9.822. Reliance Capital Trustee Co. Ltd.-A/c Reliancesmall Cap Fund 979016 8.26
Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)Date: 18.08.2017 (Transfer) 8208 0.07Date: 02.02.2018 (Transfer) 75000 0.63At the end of the year 1062224 8.96
VTL
19
MP BIRLAGROUP
Sl.
No.
For Each of the Top Ten Shareholders Shareholding at the beginning
of the year (as on 01.04.2017)
Cumulative Shareholding
during the year (as on
31.03.2018)
No. of
Shares
% of total Shares
of the Company
No. of
Shares
% of total Shares
of the Company
3. Shyamadevi Agrawal 372395 3.14 Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)Date: 11.08.2017 (Transfer) (7003) (0.06)Date: 24.11.2017 (Transfer) (576) (0.00)Date: 01.12.2017 (Transfer) (141) (0.00)At the end of the year 364675 3.08
4. 276722 2.34Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)Date: 29.09.2017 (Transfer) (23586) (0.20)Date: 06.10.2017 (Transfer) (22307) (0.19)Date: 13.10.2017 (Transfer) (3983) (0.03)Date: 20.10.2017 (Transfer) 6401 0.05Date: 03.11.2017 (Transfer) (86) (0.00)Date: 10.11.2017 (Transfer) (1715) (0.01)Date: 17.11.2017 (Transfer) (3969) (0.03)Date: 24.11.2017 (Transfer) (615) (0.01)Date: 08.12.2017 (Transfer) (4919) (0.04)Date: 15.12.2017 (Transfer) (4803) (0.04)Date: 22.12.2017 (Transfer) (862) (0.01)Date: 29.12.2017 (Transfer) (4531) (0.04)Date: 05.01.2018 (Transfer) (222) (0.00)Date: 12.01.2018 (Transfer) (747) (0.01)Date: 19.01.2018 (Transfer) (13366) (0.11)Date: 26.01.2018 (Transfer) (13051) (0.11)Date: 02.02.2018 (Transfer) (10633) (0.09)Date: 23.02.2018 (Transfer) (4986) (0.04)At the end of the year 168742 1.42
5. Cohesion India Best Ideas (Master) Fund Ltd. 247000 2.08Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)Date: 19.05.2017 (Transfer) 20000 0.17Date: 18.08.2017 (Transfer) 20000 0.17Date: 13.10.2017 (Transfer) (6788) (0.06)Date: 20.10.2017 (Transfer) (9970) (0.08)Date: 27.10.2017 (Transfer) (26242) (0.22)Date: 03.11.2017 (Transfer) (19000) (0.16)Date: 24.11.2017 (Transfer) (7436) (0.06)Date: 15.12.2017 (Transfer) (2000) (0.02)Date: 22.12.2017 (Transfer) (4500) (0.04)At the end of the year 211064 1.78
VTL
20
MP BIRLAGROUP
Sl.
No.
For Each of the Top Ten Shareholders Shareholding at the beginning
of the year (as on 01.04.2017)
Cumulative Shareholding
during the year (as on
31.03.2018)
No. of
Shares
% of total Shares
of the Company
No. of
Shares
% of total Shares
of the Company
6. 172747 1.46Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)Date: 02.06.2017 (Transfer) (12507) (0.11)Date: 07.07.2017 (Transfer) (7000) (0.06)Date: 02.02.2018 (Transfer) (75000) (0.63)At the end of the year 78240 0.66
7. IIFL Best of Class Fund 1- Class 2 150000 1.27Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)Date: 19.01.2018 (Transfer) (18715) (0.16)Date: 23.02.2018 (Transfer) (6374) (0.05)Date: 02.03.2018 (Transfer) (29974) (0.26)Date: 09.03.2018 (Transfer (2808) (0.02)At the end of the year 92129 0.78
8. 120581 1.02Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)
No change
At the end of the year 120581 1.029. Seetha Kumari 105917 0.89
Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)Date: 07.04.2017 (Transfer) (22633) (0.19)Date: 14.04.2017 (Transfer) (3792) (0.03)Date: 21.04.2017 (Transfer) (32301) (0.27)Date: 28.04.2017 (Transfer) (6552) (0.06)Date: 05.05.2017 (Transfer) (14607) (0.12)Date: 12.05.2017 (Transfer) (4865) (0.04)Date: 19.05.2017 (Transfer) (8080) (0.07)Date: 28.07.2017 (Transfer) (1387) (0.01)Date: 13.10.2017 (Transfer) (500) (0.01)Date: 10.11.2017 (Transfer) (469) (0.00)Date: 17.11.2017 (Transfer) (6976) (0.06)Date: 09.02.2018 (Transfer) (492) (0.00)Date: 16.02.2018 (Transfer) (3263) (0.03)At the end of the year 0 0.00
10. City Consultants Ltd. 80371 0.68Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)Date: 31.03.2018 (Transfer) 6750 0.06At the end of the year 87121 0.74
11. 66079 0.56Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)
No change
At the end of the year 66079 0.56
VTL
21
MP BIRLAGROUP
(v) Shareholding of Directors and Key Managerial Personnel(KMP)
None of the Directors and Key Managerial Personnel (KMP) held any shares in the paid-up equity share capital of the Company except
is furnished below:
Sl.
No.
For Each of the Directors and KMP Shareholding at the beginning
of the year (as on 01.04.2017)
Cumulative Shareholding during
the year (as on 31.03.2018)
No. of
Shares
% of total Shares
of the Company
No. of Shares % of total Shares
of the Company
1. - -Date wise Increase/ Decrease in Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment/ transfer/ bonus/ sweat equity etc.)Date: 21.12.2017 (Transfer) 500 0.01At the end of the year 500 0.01
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(`Secured Loans
excluding deposits
Unsecured
Loans
Deposits Total
Indebtedness
(i) Principal Amount(ii) Interest due but not paid(iii) Interest accrued but not due
19493.85-
22.25
8000.00-
52.39
---
27493.85-
74.64Total (i+ii+iii) 19516.10 8052.39 - 27568.49
Addition- Principal Amount- Interest due but not paid- Interest accrued but not due
Reduction(-)- Principal Amount- Interest due but not paid- Interest accrued but not due
8264.44-
13.04
(-)6365.96-
(-)22.25
34925.68-
231.87
(-)17500.00-
(-)52.39
---
---
43190.12-
244.91
(-)23865.96-
(-)74.64Net Change [(+)/(-)] (+)1889.27 (+)17605.16 - (+)19494.43
(i) Principal Amount(ii) Interest due but not paid(iii) Interest accrued but not due
21392.33-
13.04
25425.68-
231.87
---
46818.01-
244.91Total (i+ii+iii) 21405.37 25657.55 - 47062.92
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to the Managing Director
Sl.
No.
Particulars of Remuneration Name of Managing Director–Shri Y.S. Lodha
Amount (` in lakhs)
1. Gross salary(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961(b) Value of perquisites u/s 17(2) Income Tax Act, 1961
104.1322.81
-2. -3. Sweat Equity -4. Commission
- others, specify--
5.extent not taxable)
9.92
Total (A) 136.86
Section 198 of the Companies Act, 2013 and rules made thereunder. 627.70
VTL
22
MP BIRLAGROUP
B. Remuneration to other Directors
Sl.
No.
Particulars of
Remuneration
Name of Directors Total Amount
(` in lakhs)
1. Independent Directors Shri J. Veeraraghavan
Shri S.K.Misra
Shri R.C. Tapuriah
Shri Shiv Dayal Kapoor
Smt. Kiran Aggarwal
Fees for attending Board/ Committee Meetings 4.05 3.50 4.25 2.70 2.60 17.10Commission - - - - - -Others, please specify - - - - - -
Total (1) 4.05 3.50 4.25 2.70 2.60 17.102. Other Non-Executive
DirectorsShri
Harsh V. LodhaShri
D.R. BansalShri Shri Dilip Ganesh
Fee for attending Board/ Committee meetings 2.40 2.30 3.20 0.40 8.30Commission - - - - -Others, please specify - - - - -
Total (2) 2.40 2.30 3.20 0.40 8.30
Total (B)=(1+2) 25.40
Total Managerial Remuneration 162.26
Overall Ceiling as per the ActCompanies Act, 2013 and rules made thereunder. The ceiling, however, does not apply on Sitting Fee paid to other Directors for attending Meetings of the Board or Committee thereof in pursuance to Section 197(2) and (5) of the Act. 753.24
Sl.
No.
Particulars of Remuneration Key Managerial Personnel
Shri Saurabh
Chhajer
CFO
Shri Satyendu Pattnaik*
Company Secretary
(w.e.f. August 10, 2017)
Shri R.K. Agarwal*
Company Secretary
(Upto August 9, 2017)
Total
(` in lakhs)
1. Gross salary(a) Salary as per provisions contained in section
17(1) of the Income Tax Act, 1961(b) Value of perquisites u/s 17(2) Income Tax
Act, 1961
Income Tax Act, 1961
33.96
1.73
-
9.55
0.68
-
8.58
0.72
-
52.09
3.13
-
2. - - - -3. Sweat Equity - - - -4. Commission
- others, specify--
--
--
--
5. Others, please specify –
Superannuation Fund(s) to the extent not taxable 1.15 0.42 0.48 2.05 Total (C) 36.84 10.65 9.78 57.27
* Employed for the part of the year.
VTL
23
MP BIRLAGROUP
VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES
Type Section of the
Companies Act
Brief
Description
Details of Penalty/ Punishment/
Compounding fees imposed
Authority
[RD/ NCLT/ COURT]
Appeal made, if
any (give details)
Penalty NONEPunishment NONECompounding NONE
Harsh V.Lodha Chairman (DIN: 00394094) J. Veeraraghavan (DIN: 00078998) S.K. Misra (DIN: 00009411) R.C. Tapuriah (DIN: 00395997) D.R. Bansal (DIN: 00050612) Directors
(DIN: 00179118) Shiv Dayal Kapoor (DIN: 00043634) Kiran Aggarwal (DIN: 06991807)
(DIN: 06419513) Y.S. Lodha Managing Director (DIN: 00052861) New Delhi, May 23, 2018
}
VTL
24
MP BIRLAGROUP
ANNEXURE-VI
STATEMENT OF PARTICULARS OF EMPLOYEE AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ
WITH RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR
THE YEAR ENDED MARCH 31, 2018.
Name Designation Nature of
Employment
whether
contractual
or otherwise
Age
(in years)
Date of
commencement
of Employment
Total
Experience
(in years)
Gross
Remuneration
Per Annum
(` in lakhs)
Previous
employment/
designation
before
joining the
Company
Shri Y.S. Lodha Managing Director
Contractual B.Com, F.C.A., A.C.S.
54 04.11.2006 31 136.86 Birla Cable Ltd., Rewa
Secretary
Notes:
absences since actuarial variation for such provision/payment is done for the Company as a whole.
Company nor he is a relative of any Director of the Company.(3) No employee of the Company received gross remuneration higher than that of the Managing Director.
Harsh V.Lodha Chairman (DIN: 00394094) J. Veeraraghavan (DIN: 00078998) S.K. Misra (DIN: 00009411) R.C. Tapuriah (DIN: 00395997) D.R. Bansal (DIN: 00050612) Directors
(DIN: 00179118) Shiv Dayal Kapoor (DIN: 00043634) Kiran Aggarwal (DIN: 06991807)
(DIN: 06419513) Y.S. Lodha Managing Director (DIN: 00052861) New Delhi, May 23, 2018
}
VTL
25
MP BIRLAGROUP
ANNEXURE -VII
DISCLOSURE OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS)
RULES, 2014.
(A) Conservation of Energy:
As in the past, the Company continued to stress upon measures for the energy conservation in all the areas of its operations by adhering to a well structured energy management system. Regular efforts are made to optimize process parameters and energy conservation,
technological upgradation of production facilities, due consideration is also given in selection of plant and equipments which conforms
(i) The steps taken or impact on conservation of energy:
Installation of APFC Panel at load end for reduced power losses;
Sustained maintenance of Power Factor at the level higher than 0.99 in order to save overall energy consumption and costs;
Tandemisation of certain manufacturing processes and improvisation in throughput for reduced energy consumption; and
(ii) The steps taken by the Company for utilizing alternate sources of energy:
In addition to contribution from ongoing energy reduction measures, the Company is also evaluating offers for installation of rooftop Solar Power Plant.
(iii) The capital investment on energy conservation equipments:
Capital expenditure has not been accounted for separately.
(B) Technology absorption:
(i) The efforts made towards technology absorption:
promotion and customer services.
Development of products meeting wider applications by modifying manufacturing processes;
Differentiated products, improved service delivery and customer satisfaction; and
Reduced impact on environment, consistency in quality of the products and improved productivity.
Not applicable as no technology was imported during the last three years.
(iv) The expenditure incurred on Research and Development:
VTL
26
MP BIRLAGROUP
(C) Foreign exchange earnings and Outgo:
``
to neighbouring countries, Europe, MENA and other parts of the world.
Harsh V.Lodha Chairman (DIN: 00394094) J. Veeraraghavan (DIN: 00078998) S.K. Misra (DIN: 00009411) R.C. Tapuriah (DIN: 00395997) D.R. Bansal (DIN: 00050612) Directors
(DIN: 00179118) Shiv Dayal Kapoor (DIN: 00043634) Kiran Aggarwal (DIN: 06991807)
(DIN: 06419513) Y.S. Lodha Managing Director (DIN: 00052861) New Delhi, May 23, 2018
}
VTL
27
MP BIRLAGROUP
Management Discussion and Analysis
INDUSTRY STRUCTURE AND DEVELOPMENTS
(EPC) business.
Panchayats with Broadband connections. Now, the Phase II of this program is in full swing to connect the balance Gram Panchayats out
will multiply by 6 times than the current consumption pattern.
the name of Fibre-to-the-Antenna (FTTA) which has contributed in a great way during the year 2017-18 under review. Further, the Company
design, supply, installation, commissioning, operators and maintenance including complete system integration services of telecom cable
system, irrigation systems, etc. Over a period of time, the Company has gained tremendous expertise and experience in delivering quality installations with a sole aim of becoming a total infrastructure solution provider leveraging the world class manufacturing capabilities.There is no material change in the industry structure as was reported last year.BUSINESS REVIEW AND OUTLOOK
multiple technologies. Fibre is also an ideal communication medium for next generation technologies such as the Internet of Things (IoT).
The EPC Division of the Company has made a strong brand image for business in terms of timely delivery of materials, quality of the
VTL
28
MP BIRLAGROUP
the telecom operators. The EPC business segment is also exploring similar big and challenging business opportunities in Power, Sewerage and Irrigation sectors.SEGMENT-WISE PERFORMANCE
Sale of Products (Cables, etc.)
cables, FRP Rod/Glass Rovings and traded goods, etc. witnessed an increase from ` ` 40286.16
technology trends which are prevailing globally by way of continuous product development and implementing state-of-the-art process control methodologies in the manufacturing systems.Sale of Services (EPC Contracting/Turnkey Services)
` year to `
Company.
the last twelve months.
Company is started to become the biggest IP-1 Service Provider on standalone basis. It has tied up with various big telecom operators for
term.OVERALL REVIEW
domestic cables business and also achieved excellent growth in EPC business vertical during the year under review.FINANCIAL REVIEW
` ` 102654.84
The aggregate other income during the year 2017-18 decreased to ` ` mainly due to decrease in dividend income on investments and non-receipt of any gain in foreign currency transaction.
` to ` ` `
` ` limits and Debentures.
There was no change in the capital structure during the year. The Other Equity of the Company stood at `year under review as compared to `
`business segment, additional capex on expansion of OFC Unit and Capital expenditure for setting up Solar Energy Cable facility at the
The inventories increased to ` `
The increase in trade receivables level at ` `
segment as per the governing terms of the contracts awarded to the Company.
VTL
29
MP BIRLAGROUP
(` in lakhs)
Particulars Standalone Consolidated
F.Y 2017-18 F.Y 2016-17 F.Y 2017-18 F.Y 2016-17Revenue from Operations (Gross) 135138.46 102654.84 135138.46 102654.84
18811.43 14699.58 26009.98 25366.52 8333.07 6563.87 15341.07 17004.16
Fixed Assets 9621.46 8625.12 9621.46 8625.12Investments 16715.13 15433.56 168727.62 135019.40
OPPORTUNITIES, THREATS & BUSINESS OUTLOOK
way. New product development coupled with offering of innovative solutions to wide range of customers should auger well for the Company
in the long run.
Competitive scenario amongst the Telecom Operators has already witnessed a huge consolidation phase in the Industry. This will
out excellent results for the Industry. As part of the new National Digital Communication Policy 2018 which is to be announced/approved by the Government of India by July/
segments.RISKS AND CONCERNS
Economic conditions;
Increasing cost of raw materials and logistics;
Inverted duty structure; Compliance and regulatory pressures including changes in tax laws;
and senior management team.
VTL
30
MP BIRLAGROUP
INTERNAL CONTROL FRAMEWORK
effective internal control environment, commensurate with the size and complexity of the business, which provides assurance on the
EHS/other compliances, whistle blower mechanism, compliance management, performance reviews conducted at regular intervals.
conducting periodic audits, independently reviews and strengthens the control measures. The Internal Audit programmes cover the entire operations and both the business segments of the Company. The Internal Auditors regularly brief the Management and the Audit Committee
are implemented by changing processes and/or setting up additional internal controls. The Audit Committee also reviews the adequacy and
ENVIRONMENT & SAFETY
The Company successfully continued with the implementation of occupational health and safety, quality and environmental protection
and implemented which, interalia, include adoption of cleaner technologies wherever feasible, conservation of resources through waste reduction and training of employees with a focus on sustainable development by improving standards on safety and environment protection.
INDUSTRIAL RELATIONS AND HUMAN RESOURCE DEVELOPMENT
The Company sees its relationship with its employees as critical to the future and its employee relations agenda focuses on ensuring that employees feel valued, on managing change constructively, and on creating an environment and culture within which every employee
pride in being compliant to all laws and regulations governing labour and employees and continues to exercise strong governance over all established procedures and practices.Your Company believes that the competence and commitment of the people are the principle drivers of competitive advantage which enhances competitive strength by differentiating it from competitors. The focus is therefore increasingly going to be retaining talent and try
their growth paths and realigning responsibilities, etc. The industrial relation climate of your Company continues to remain harmonious with focus on improving productivity, quality and safety. Efforts are being made to strengthen organisational culture in order to attract and
appreciation of the commitment and support of the employees. The Company employed 579 numbers of permanent employees on its Roll as on March 31, 2018.The Industrial Training Institute established by the Company and functional under the aegis of M.P. Birla Foundation Educational Society for providing vocational training to students from surrounding villages continues to get encouraging response and students passing out from this Institute are either self-employed or have been successfully absorbed in various industries nationwide.CAUTIONARY STATEMENT
publications, but their accuracy and completeness are not guaranteed and their reliability cannot be assured.
VTL
31
MP BIRLAGROUP
Report on Corporate Governance
Pursuant to Regulation 34(3) read with Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
1. CORPORATE GOVERNANCE PHILOSOPHY
The importance of Corporate Governance lies in its contribution both to business prosperity and to accountability. Corporate Governance envisages commitment of the Company towards the attainment of high levels of transparency, accountability and business prosperity
wealth creation.The Company will continue its efforts towards raising its standard in Corporate Governance and will also review its systems and
requirements of Corporate Governance and the Disclosures as contained in this Report are in accordance with Regulation 34(3) read with Para C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “the Listing Regulations”).
2. BOARD OF DIRECTORS
Chairman. The number of Independent Directors on the Board is Five (5), which is half of the total number of Directors and the number
17 of the Listing Regulations. The composition of the Board of Directors is also in conformity with the provisions of Section 149 of the Companies Act, 2013.None of the Directors on the Board is a member in more than Ten (10) Board level committees or acts as chairman of more than Five (5) Board level committees across all the public limited companies (listed or unlisted) in which he/she is a Director. The necessary disclosures regarding Committee memberships/ chairmanships have been made by the Directors. Further, none of the independent directors serves as such on the Board of more than Seven (7) listed companies. Also, they do not serve as whole-time directors on the Board of any listed company. None of the Independent Directors has any material pecuniary relationship or transactions with the Company other than the sitting fees payable and reimbursement of incidental expenses incurred by them for attending the Meeting(s)
in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(6) of the Listing Regulations. The terms and conditions of www.vtlrewa.com(http:// www.vtlrewa.com/
.
2017, November 14, 2017, February 6, 2018 and March 9, 2018. The maximum time gap between any two consecutive meetings was not more than one hundred and twenty days, as stipulated under Section 173(1) of the Companies Act, 2013, Regulation 17(2) of the Listing Regulations and the Secretarial Standard (SS-1) issued by the Institute of Company Secretaries of India.The following table gives the composition and category of the Directors on the Board, their attendance at the Board Meetings during the year and at the last Annual General Meeting, as also the number of Directorships and Committee Memberships/ Chairmanships held by them in other companies:
Name of the Director Category Attendance Particulars No. of other Directorship(s) and Committee
Membership(s)/Chairmanship(s)
Board
Meetings
Last AGM Other
Directorship(s)
Committee
Membership(s)
Committee
Chairmanship(s)
Shri Harsh V. Lodha(Chairman)
Non-Executive 6 Yes 7 None 1
Shri J. Veeraraghavan IndependentNon-Executive
5 No None None None
Shri S.K. Misra IndependentNon-Executive
4 No None None None
Shri R.C. Tapuriah IndependentNon-Executive
6 Yes 6 4 2
Shri D.R. Bansal Non-Executive 5 No 2 1 NoneNon-Executive 5 No 1 1 None
VTL
32
MP BIRLAGROUP
Name of the Director Category Attendance Particulars No. of other Directorship(s) and Committee
Membership(s)/Chairmanship(s)
Board
Meetings
Last AGM Other
Directorship(s)
Committee
Membership(s)
Committee
Chairmanship(s)
Shri Shiv Dayal Kapoor IndependentNon-Executive
6 No 2 2 None
Smt. Kiran Aggarwal IndependentNon-Executive
6 No None None None
(w.e.f. November 14, 2017)Non-Executive 1 No 5 2 None
Shri Y.S. Lodha(Managing Director)
Executive 6 Yes None None None
Notes:
(i) Number of other Directorships held by the Directors, as mentioned above, excludes Directorships in private limited companies,
of managing committees of various trusts and other bodies / chambers and are based on the latest declarations received from the Directors. The details of Committee Membership/Chairmanship is in accordance with Regulation 26(1)(b) of the Listing
all other Indian public limited companies.(ii) None of the Non-Executive Directors/Managing Director holds any Equity Shares of the Company as per the declarations received
(iii) None of the Directors on the Board has inter-se relationship with other Directors of the Company.The Companies Act, 2013 read with the relevant rules made thereunder and revised Secretarial Standard (SS-1), facilitates the participation of a Director in Board/Committee Meetings through video conferencing or other audio visual mode. Accordingly, the option to participate in the Meeting(s) through video conferencing was made available for the Directors except in respect of Meetings/items
Company participated in the Board/Committee Meetings through video conferencing or other audio visual mode.The notice and detailed agenda alongwith the relevant notes and other material information are circulated to the Directors before the meeting including minimum information as required under Regulation 17(7) read with Schedule-II of the Listing Regulations, to the extent applicable and relevant and in exceptional cases tabled at the meeting with the approval of the Board of Directors. All
of all laws applicable to the Company as prepared and compiled by the Company Secretary is circulated to all the Directors along with the Agenda and is placed/reviewed on quarterly basis in the Board Meeting.The Board has laid down a Code of Conduct for its Board Members and senior management personnel of the Company and the same
. For the year under review, all Board Members and senior management personnel of the
by rotation and eligible for re-appointment and appointment at the ensuing 35th Annual General Meeting (AGM) are given in the Notice of AGM of the Company, annexed to the Annual Report 2017-18 of the Company.
3. AUDIT COMMITTEE
The Audit Committee has been re-constituted from time to time over the years as per applicable legal and regulatory requirements. The Audit Committee as at March 31, 2018 consists of three Independent Non-Executive Directors and one Non-Executive Director
Name of the Member Designation Category
Shri R.C. Tapuriah Chairman Independent Non-Executive DirectorShri J. Veeraraghavan Member Independent Non-Executive DirectorShri S.K. Misra Member Independent Non-Executive Director
Member Non-Executive Director
The Secretary of the Company acts as the Secretary to the Audit Committee as required by Regulation 18(1)(e) of the Listing Regulations.The composition, quorum, powers, role and scope of Audit Committee and information being reviewed by the Audit Committee are in accordance with Regulation 18(3) read with Part-C of Schedule-II of the Listing Regulations as well as Section 177 of the Companies
VTL
33
MP BIRLAGROUP
Act, 2013. The Terms of Reference of Audit Committee, interalia, include the following:
(ii) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;(iii) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
approval, with particular reference to:
clause (c) of sub-section 3 of section 134 of the Companies Act, 2013; Changes, if any, in accounting policies and practices and reasons for the same;
Disclosure of any related party transactions; and
(vi) Reviewing with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and
(ix) Scrutiny of inter-corporate loans and investments;
(xii) Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;(xvi) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion
to ascertain any area of concern;
non-payment of declared dividends) and creditors;
(xx) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.Details of Meetings of the Audit Committee held during the year and attendance thereof are given below:
Name of Members Meetings held and attendance particulars
May 15, 2017 August 9, 2017 November 14, 2017 February 6, 2018
Shri R.C. Tapuriah Yes Yes Yes YesShri J. Veeraraghavan Yes Yes Yes YesShri S.K. Misra Yes Yes Yes Yes
No Yes Yes YesThe Meetings of Audit Committee were also attended by the Secretary of the Committee and the necessary quorum were present at all
VTL
34
MP BIRLAGROUP
the meetings. The Statutory Auditors are permanent invitees to the Audit Committee Meetings. The Internal Auditors and Cost Auditors,
the Meetings to answer and clarify the issues raised at the Meetings. The Chairman of the Audit Committee was present at the last Annual General Meeting of the Company held on July 24, 2017.
4. NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee constituted by the Board of Directors of the Company, acts in consonance with the prescribed provisions of Section 178 of the Companies Act, 2013 and Regulation 19(4) read with Part-D of Schedule-II of the Listing Regulations. The Terms of Reference of the Nomination and Remuneration Committee as approved by the Board of Directors are
the criteria laid down, recommend to the Board for their appointment and removal;
performance; and to devise a policy on Board diversity.
During the year three meetings of the Nomination and Remuneration Committee were held on May 15, 2017, August 9, 2017 and September 27, 2017. The requisite quorum was present at each of the meetings. The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company. The Composition of the Nomination and Remuneration Committee and the details of meetings attended by the members thereof are given below:
Name of the Member Designation Category Number of Meeting attended
Shri R.C. Tapuriah Chairman Independent Non-Executive Director 3Shri J. Veeraraghavan Member Independent Non-Executive Director 3Shri D.R. Bansal Member Non-Executive Director 3The Company Secretary of the Company who acts as Secretary of the Committee was present in the Meetings of Nomination and Remuneration Committee. The Minutes of the Nomination and Remuneration Committee Meeting were noted at the Board Meeting(s).
functioning as Independent Director such as preparation, participation, conduct and effectiveness. The performance evaluation of
not participate.4.1 Remuneration Policy
Nomination and Remuneration Committee to the Board for its consideration, based on criteria laid down in the Remuneration Policy. Independent Directors/Non-Executive Directors are paid remuneration by way of Sitting Fees and reimbursement of expenses for participation in the Meeting(s) of the Board of Directors of the Company or any duly constituted Committee thereof and/or
in the Companies Act, 2013 and rules framed thereunder read with Circulars/Guidelines issued by the Central Government and
Directors for indemnifying them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust is not treated as part of the remuneration.
4.2 Remuneration of Directors/Managing Director
out below:(a) Apart from payment of Sitting Fees for attending the Meetings of the Board of Directors and /or Committee thereof, no other
remuneration is paid to Independent/Non-executive Directors of the Company.
VTL
35
MP BIRLAGROUP
The details of Remuneration paid to the Independent/ Non-Executive Directors during the year are as under:
Name of the Director Sitting Fees (` in lakhs)
Shri Harsh V. Lodha 2.40Shri J. Veeraraghavan 4.05Shri S.K. Misra 3.50Shri R.C. Tapuriah 4.25Shri D.R. Bansal 2.30
3.20Shri Shiv Dayal Kapoor 2.70Smt. Kiran Aggarwal 2.60
0.40(b) Remuneration to the Managing Director is paid in accordance with the applicable provisions of the Companies Act, 2013.
Annual increment to the existing remuneration/compensation structure is recommended by the Nomination and Remuneration Committee to the Board in accordance with the terms of appointment as approved by the shareholders for the Managing Director of the Company.The details of Remuneration to the Managing Director for the year are as under:
(`Name Salary Perquisites, etc. Total
Shri Y.S. Lodha 104.13 32.73 136.86Notes:
(1) Sitting fees include fees paid for attending Committee Meetings.(2) All appointments are non-contractual except that of the Managing Director which is for 5 (Five) years with effect from
the notice.(3) The above remuneration of Managing Director does not include provision/payment towards incremental liability on
account of gratuity and compensated absences since actuarial variation is done for the Company as a whole.(4) As per the terms of agreement, for the purpose of gratuity, contribution to superannuation fund and leave encashment
employees.(6) None of the employees is related to any of the Directors/Managing Director of the Company.
5. STAKEHOLDERS RELATIONSHIP COMMITTEE
Section 178 of the Companies Act, 2013 and Regulation 20(1) of the Listing Regulations.
to consider and resolve the grievances of security holders of the Company; to approve or authorise transfer/transmission/refusal of transfer/consolidation/ sub-division/ dematerialisation or rematerialisation
of equity shares of the Company;
etc.
Name of the Member Designation Category Number of Meetings attended
Shri R.C. Tapuriah Chairman Independent Non-Executive Director 2Shri D.R. Bansal Member Non-Executive Director 2Shri Shiv Dayal Kapoor Member Independent Non-Executive Director 2
VTL
36
MP BIRLAGROUP
noting at the Board Meetings.During the year under review, 6 (Six) complaints (excluding those correspondences which are not in the nature of complaints) were received from shareholders and investors directly or through regulatory authorities, which were promptly attended to and resolved to the satisfaction of the complainants. No investor grievances remained unattended/pending for more than thirty days as on Mach 31,
authorities. No request for share transfer was pending for approval as on March 31, 2018.6. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee was constituted by the Board of Directors of the Company in pursuance to the provisions of Section 135 of the Companies Act, 2013 read together with the Companies (Corporate Social Responsibility Policy) Rules, 2014.The Terms of Reference of the Corporate Social Responsibility Committee of the Company are as under: To formulate and recommend to the Board, a Corporate Social Responsibility(CSR) Policy which shall indicate the CSR activities
(Corporate Social Responsibility Policy) Rules, 2014 and amendment(s) thereof if any from time to time;
To monitor the Corporate Social Responsibility Policy of the Company from time to time; and Any other matter/things as may be considered expedient by the members in furtherance of and to comply with the Corporate
Social Responsibility Policy of the Company.During the year two meetings of the Corporate Social Responsibility Committee were held on May 15, 2017 and February 6, 2018. The requisite quorum was present at both the meetings. The Composition of the Corporate Social Responsibility Committee and the details of meetings attended by the members thereof are given below :
Name of the Member Designation Category Number of Meeting attended
Shri D.R. Bansal Chairman Non-Executive Director 1Shri J. Veeraraghavan Member Independent Non-Executive Director 2Shri S.K. Misra Member Independent Non-Executive Director 2
7. INDEPENDENT DIRECTORS’ MEETING
During the year under review, a separate meeting of Independent Directors was held on March 9, 2018, interalia, to discuss:
Company; Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;
Executive Directors; and
Directors that is necessary for the Board of Directors to effectively and reasonably perform its duties.All the Independent Directors of the Company except Shri S.K.Misra were present at the meeting.
8. PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Pursuant to the governing provisions of the Companies Act, 2013, the Listing Regulations and Guidance Note on Board Evaluation issued by SEBI, a formal annual evaluation was carried out by the Board of its own performance and that of its committees and Independent directors. During the year under review, one meeting of the Independent Directors was held, without the presence of non-independent directors and members of the management, wherein the performance of non-independent directors, Chairman (Non-executive) and the Board of Directors as a whole were reviewed. The Independent Directors also assessed the quality, quantity and
Directors to effectively and reasonably perform their duties.The performance evaluation of Committees and Independent Directors was carried out by the entire Board, excluding the director being
Board, its Committees and Directors evaluation provided a formal process of communication in raising issues that might not otherwise
ensuring compliance with the requirements of the Companies Act, 2013 and code of corporate governance as enshrined in the Listing Regulations.
VTL
37
MP BIRLAGROUP
The structured evaluation process was focused on identifying areas of improvement, if any, such as creating balance of power between
the Board and updating the evaluation process itself.
Independent Directors with the Company and its business model, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. and contribution by each director, committees of the Board was also carried out during
of the Company was an important component of the Board evaluation.
directors and various Committees of the Board and suggesting action plan for further enhancing Board performance and plan for next Board, its Committee(s) and individual directors evaluation.
9. GENERAL BODY MEETINGS
Location and time where General Body Meetings were held in the last three years are given below:
Financial Year Venue of the Meeting Type of Meeting Date of Meeting Time of Meeting
2016-17Udyog Vihar, P.O.Chorhata, Rewa - 486 006 (M.P.)
34th AGM July 24, 2017 11.30 a.m.
2015-16 Same as above 33rd AGM August 19, 2016 11.30 a.m.2014-15 Same as above 32nd AGM July 23, 2015 10.30 a.m.All the resolutions set out in the respective notices of the above meetings were passed by the members as ordinary resolutions except the following:(i) Special Resolutions concerning: (a) Increase in the borrowing powers/limit of the Company pursuant to Section 180(1)(c) of the
Companies Act, 2013 upto an amount not exceeding in aggregate `1800 Crores outstanding at any time.; (b) Authority to the Board of Directors pursuant to Section 180(1)(a) of the Companies Act, 2013 for creation of charge / mortgages / hypothecations/
amount not exceeding the limit of `Register required to be maintained under Section 88 of the Companies Act, 2013 at Mumbai (Maharashtra) instead of Registered
33rd AGM of the Company held on August 19, 2016; and
nd AGM of the Company held on July 23, 2015.(iii) None of the businesses proposed to be transacted in the ensuing Annual General Meeting requires passing a Special Resolution
through Postal Ballot mandatorily.(iv) Special Resolutions passed through postal ballot:
and Association of the Company pursuant to Section(s) 4, 13 and all other applicable provisions, if any, of the Companies Act, 2013 and the relevant rules made thereunder.
under:
Description Resolution No.1
[Alteration in Objects Clause]
Resolution No.2
[Amendment in Liability Clause]
No. of valid
vote cast
Percentage of
vote cast
No. of valid
vote cast
Percentage of
vote cast
Total number of votes cast in favour of the resolution 8206710 99.99 8206710 99.99Total number of votes cast against the resolution 734 0.01 734 0.01
Companies Act, 2013 read with Rules 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44(1)
transacted under the Postal Ballot Notice dated September 15, 2017.
VTL
38
MP BIRLAGROUP
10. DISCLOSURES
summary form, entered into during the year ended March 31, 2018, in the ordinary course of business of the Company and at
statutory authorities /regulatory on matters relating
strictures have been imposed on the Company by any of these authorities.
employees to raise concerns about any unacceptable practice and any event of misconduct. The Policy allows unrestricted access to all employees and others to approach the Audit Committee and there has been no instance during the year where any personnel has been denied access to the Audit Committee. The quarterly report with number of complaints received, if any, under the policy and their outcome is placed before the Audit Committee.
(d) The Company has generally complied with all the mandatory requirements as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations, to the extent applicable to the Company.
24 of the Listing Regulations. Accordingly, requirement to nominate an independent director of the Company on the Board of any
statements of all wholly owned unlisted subsidiary Companies are circulated alongwith agenda and are also placed before the
(f) The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party http://www.
.
commercial transactions have been entered into during the year under review in which they have personal interest, which may
pecuniary relationship or transactions with the Company other than sitting fees payable to them. Disclosure of transactions in
31, 2018.
He is responsible for adherence to and ensuring compliance with the Code by the Company and its designated employees.(l) The Company also has a familiarization programmes/arrangements for its Independent Directors about the nature of operation/
business of the Company and also the roles and responsibilities of Independent Directors, which can be accessed at: http://www.
Directors under various statutes and other relevant matters as a part of familiarization programmes.
each household of shareholders and reporting of internal auditors directly to the Audit Committee. However, other discretionary
VTL
39
MP BIRLAGROUP
of sub-regulation (2) of Regulation 46 of the Listing Regulations are given below:
Regulation Particulars of Regulations Compliance status
17 Board of Directors Yes18 Audit Committee Yes19 Nomination and Remuneration Committee Yes20 Yes21 Not Applicable22 Vigil Mechanism Yes23 Related Party Transactions Yes24 Corporate Governance requirements with respect to subsidiary of
listed entityYes(The Company, however, does not have any material or listed subsidiary)
25 Obligations with respect to Independent Directors Yes26 Obligations with respect to employees including senior Yes
27 Other Corporate Governance requirements Yes46(2)(b) to (i) Yes
(o) The applicable Secretarial Standards as issued by the Institute of Company Secretaries of India and approved by the Central Government has been duly complied with and adhered to by the Company.
11. MEANS OF COMMUNICATION
(a) Quarterly Financial Results:
of the Listing Regulations.(b) Newspapers wherein results are normally published:
English Newspaper – Financial Express (All editions)
(c) Any website, where displayed:
www.vtlrewa.comNo
(e) The presentations made to institutional investors or to the analysts: Nil12. GENERAL SHAREHOLDER INFORMATION
12.1 Company Registration Details : L31300MP1983PLC00213412.2 Annual General Meeting:
Date and Time : July 31, 2018 at 4.30 P.M.
Udyog Vihar, P.O. Chorhata,Rewa – 486 006 (M.P.)
12.3 Financial Year : Begins on 1st April and ends on 31st March of the following year.12.4 Financial Calendar (2018-19):
(tentative)Quarterly Financial Results :
VTL
40
MP BIRLAGROUP
12.5 Book Closure date(s)
12.6 Dividend Payment date : On or after August 4, 201812.7 Listing on Stock Exchanges : (a) BSE Limited(BSE)
Dalal Street,Fort, Mumbai - 400 001
Bandra-Kurla Complex,Bandra (East),Mumbai - 400 051
12.8 Stock Code - Physical : BSE, Mumbai - 517015NSE, Mumbai - VINDHYATEL EQ
Demat ISIN Number for NSDL & CDSL : INE707A0101212.9 Stock Market Data :
Monthly high and low quotations of Shares and volume of Equity Shares traded on BSE Limited (BSE), Mumbai and National
Month BSE NSE
High
(in `)
Low
(in `)
Monthly
Volume
(in Nos.)
High
(in `)
Low
(in `)
Monthly
Volume
(in Nos.)
April, 2017May, 2017June, 2017July, 2017August, 2017September, 2017October, 2017November, 2017December, 2017January, 2018February, 2018March, 2018
730.00790.00840.00
1097.851172.701295.001398.901472.001397.001344.001254.001130.50
654.50670.00705.00780.00935.00
1031.451106.051285.001285.001075.051037.05970.05
819431324031001223016731173301127775717855604264109745161146
168451
728.90790.00840.00
1096.251174.001311.451409.001475.251400.001319.251264.001124.40
651.00669.40702.00779.00935.20
1028.001146.051280.051282.201075.501041.00973.50
444251892403460119
1284314577391360876318494328949174796363336297265264681
12.10 Share price performance in comparison to broad based indices – BSE Sensex:
12.11 Registrar and Share Transfer Agents:
Mumbai – 400 083Phone:+91-22-49186000Fax :+91-22-49186060
VTL
41
MP BIRLAGROUP
12.12 Share Transfer System :
All transactions in connection with transfer, transmission, etc. are processed by the Registrar and Share Transfer Agents of
request. Further, to expedite the process of share transfer, the powers for processing of share transfer have been delegated to the Registrar and Share Transfer Agent of the Company in compliance with SEBI Circular No. CIR/MIRSD/8/2012 dated
is completed within 15 days on receipt of duly completed documents in all respects. The request for dematerialisation of equity
and ensure that there are no delays or lapses in the system.12.13 (a) Distribution of Shareholding as on March 31, 2018 :
No. of Equity Shares held No. of
Shareholders
% of
Shareholders
No. of
Shares held
% of
Shareholding
1 - 500501 - 10001001 - 20002001 - 30003001 - 40004001 - 50005001 - 1000010001 and above
9463382172
7334244867
92.213.721.680.710.330.230.470.65
887683286814255404187377117457111172372230
9632726
7.492.422.161.580.990.943.14
81.28
GRAND TOTAL 10263 100.00 11850863 100.00
Physical Mode
Electronic Mode
1966
8297
19.16
80.84
292868
11557995
2.47
97.53
(b) Category of Shareholders as on March 31, 2018:
Category No. of
Shareholders
% of
Shareholders
No. of
Shares held
% of
Shareholding
Promoter and Promoter GroupMutual Funds/Unit Trust of IndiaAlternate Investment FundsForeign Portfolio Investor
IndividualsHindu Undivided FamilyNon Resident IndiansDirectors and their RelativesPersons Acting in ConcertUnclaimed SharesClearing MemberBodies Corporate
1171
1714
9038294423
113
1109334
0.110.070.010.170.14
88.062.864.120.010.130.011.063.25
51573051064816
92129256708
89972610299
168541121537
5001257586
170162746
1047998
43.528.990.782.170.08
22.031.421.020.00
10.610.010.538.84
GRAND TOTAL 10263 100.00 11850863 100.00
12.14 Dematerialisation of Shares and liquidity:
Company are held in dematerialised form with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as on March 31, 2018.
VTL
42
MP BIRLAGROUP
BSE NSE BSE + NSE
5335 23443 28778[Source: This information is compiled from the data available from the websites of BSE and NSE]
12.15 Outstanding GDRs/ADRs/Warrants or any Convertible instruments, Conversion date and likely Impact on equity: The Company has not issued any of these instruments so far.
12.16 Commodity price risk or foreign exchange risk and hedging activities : During the year 2017-18, the Company had
for hedging foreign exchange exposures against imports. The details of foreign currency exposure are enclosed in Note No.49
12.17 Disclosure with respect to demat suspense account/unclaimed suspense account: Pursuant to Regulation 39(4) read
equity shares which were issued in physical form from time to time. The details of such unclaimed shares are as under:
Sl.
No.
Particulars No. of
Shareholders
No. of
Shares
(a) Aggregate number of shareholders and the outstanding shares in the Unclaimed Suspense Account lying as on April 1, 2017 10 1701
(b) Number of shareholders who approached the Company for transfer of shares from Nil Nil
(c) Number of shareholders to whom shares were transferred from the Unclaimed Nil Nil
(d) Aggregate number of shareholders and the outstanding shares in the Unclaimed Suspense Account lying as on March 31, 2018 10 1701
The voting rights on the shares outstanding in the Unclaimed Suspense Account shall continue to remain frozen till the rightful owners of such shares claim the shares.
12.18 Unclaimed Dividends: The amount of dividends remaining unpaid/unclaimed for seven years from the date of its transfer to the Unpaid Dividend Accounts of the Company is required to be transferred to the Investor Education and Production Fund(IEPF) administered by the Central Government. As of now, no amount is yet due for transfer to IEPF. The unpaid/unclaimed dividend details are available on the website of the Company on www.vtlrewa.com.
12.19 Plant Location:
Udyog Vihar Industrial Area, P.O. Chorhata, Rewa - 486 006 (M.P.), India12.20 Address for Correspondence:
Phone : +91-22-49186000 Phone : +91-7662-400400Fax : +91-22-49186060 Fax : +91-7662-400591
VTL
43
MP BIRLAGROUP
DECLARATION OF COMPLIANCE WITH THE CODE OF CONDUCT
As provided under Regulation 34(3) read with Para D of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
Place : New Delhi Y.S. LODHA
INDEPENDENT AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
TO THE MEMBERS OF VINDHYA TELELINKS LIMITED
year ended March 31, 2018 as stipulated in Regulations 17 to 27, clauses (b) to (i) of Regulation 46(2), and paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the
Management’s Responsibility
2. The compliance of conditions of corporate governance is the responsibility of the management. This responsibility includes the designing, implementing and maintaining operating effectiveness of internal control to ensure compliance with the conditions of corporate governance as stipulated in the Listing Regulations.
Auditor’s Responsibility
3. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the form of an opinion as to whether the Company has complied with the conditions of corporate governance as stated in paragraph 2 above. Our responsibility is limited to examining the procedures and implementation thereof, adopted by the Company for ensuring the compliance
Company.
the ethical requirements of the Code of Ethics issued by the ICAI.
Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.Opinion
6. Based on the procedures performed by us and to the best of our information and according to the explanations provided to us, in our opinion, the Company has complied, in all material respects, with the conditions of corporate governance as stipulated in the Listing
Restriction on use
purpose.
Chartered Accountants
R. RaghuramanPlace : New Delhi PartnerDate : May 23, 2018 Membership No. 081350
VTL
44
MP BIRLAGROUP
Independent Auditor’s ReportTO THE MEMBERS OF VINDHYA TELELINKS LIMITED
Report on the Standalone Ind AS Financial Statements
Vindhya Telelinks Limited (“the Company”), which comprise the balance sheet as at 31st
explanatory information.Management’s Responsibility for the Standalone Ind AS Financial Statements
accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules issued thereunder.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
material misstatement, whether due to fraud or error.Auditor’s Responsibility
the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable
design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting
Opinion
statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting st
Report on Other Legal and Regulatory Requirements
1. As required by Section 143 (3) of the Act, we report that:
for the purposes of our audit.
Section 133 of the Act, read with relevant rules issued thereunder.
st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.
VTL
45
MP BIRLAGROUP
st March, 2018
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
(ii) The Company has made provision, as required under the applicable law or Ind AS, for material foreseeable losses, if any on long-term contracts including derivative contracts;
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company;
appropriate and according to the information and explanations given to us, we give in the “Annexure B” a statement on the matters
Chartered Accountants
R. RaghuramanPlace : New Delhi PartnerDated : May 23, 2018 Membership No. 081350
Annexure “A” to the Independent Auditors’ Report
(Referred to in Paragraph 1(f) under ‘Report on Other Legal and Regulatory requirements’ of our report on even date)
of the Act
Management’s Responsibility for Internal Financial Controls
of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal
Auditors’ Responsibility
and the Guidance Note issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and
statement were established and maintained and if such controls operated effectively in all material respects.
whether due to fraud or error.
VTL
46
MP BIRLAGROUP
of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance
compliance with the policies or procedures may deteriorate.Opinion
st March 2018, based on the
control stated in the Guidance Note issued by the ICAI.
Chartered Accountants
R. RaghuramanPlace : New Delhi PartnerDated : May 23, 2018 Membership No. 081350
Annexure “B” to the Independent Auditors’ Report
(Referred to in Paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our Report on even date)
(c) In our opinion and according to the information and explanations given to us and representation obtained from the management the title deeds of immovable properties are held in the name of the Company.
required to be covered in the register maintained under section 189 of the Act. Therefore, the provisions of clause 3(iii) (a) to (c) of the Order are not applicable.
iv The Company has not granted any loans or provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of guarantee or security provided to parties covered under Section 186. The Company has not made any investment, given any loan within the provisions of section 186 of the Act.
v The Company has not accepted deposits from the public in accordance within the provisions of sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended).
for the maintenance of cost records under section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and
whether they are accurate and complete.vii (a) According to the records of the Company, the Company has been generally regular in depositing undisputed statutory dues
VTL
47
MP BIRLAGROUP
added tax, Goods and Services Tax (GST), cess and other material statutory dues with the appropriate authorities. There were no arrears of undisputed statutory dues as at 31st March, 2018, which were outstanding for a period of more than six months from the date they became payable.
(b) There are no disputed dues which have remained unpaid as on 31st March, 2018 in respect of income tax or sale tax or service tax or duty of customs or duty of excise or value added tax except as follows.
Name of Statute Nature of Dues Forum where Dispute is Pending Period to which Amount
Relates
Amount Involved
(` in lakhs)
Value Added Tax FY 2009-10(01.07.2009 to 31.03.2010)
9.39
Value Added Tax FY 2009-10(01.04.2009 to 30.06.2009)
4.42
Value Added Tax FY 2008-09(01.01.2009 to 31.03.2009)
31.61
the year have been applied for the purpose for which they were obtained.x Based on the audit procedure performed and the representation obtained from the management, no material fraud by the Company or
xi According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Act.
xii The Company is not a Nidhi Company. Therefore, the provisions of clause 3(xii) of the Order are not applicable.xiii According to the information and explanations given to us and based on our examination of the records of the Company, transactions
with the related parties are in compliance with section 177 and 188 of the Act where applicable and details of such transactions have
xiv During the year, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Therefore, the provisions of clause 3(xiv) of the Order are not applicable.
xv According to the information and explanations given to us and the representation obtained from the management, the Company has not entered into any non-cash transactions with directors or persons connected with them under section 192 of the Act. Therefore, the provisions of clause 3(xv) of the Order are not applicable.
xvi In our opinion and according to the information and explanations given to us, the Company is not required to be registered under
Chartered Accountants
R. RaghuramanPlace : New Delhi PartnerDated : May 23, 2018 Membership No. 081350
VTL
48
MP BIRLAGROUP
BALANCE SHEET AS AT 31ST MARCH, 2018
Note
No.
As at
31st March, 2018
(` in lakhs)
As at31st March, 2017
(`
As at1st April, 2016
(`ASSETS
(1) NON-CURRENT ASSETS(a) Property, Plant and Equipment 2 9080.55 7065.75 7781.48(b) 454.85 1515.85 12.46(c) Investment Property 3 98.82 101.14 103.46(d) Intangible Assets 4 86.06 - -(e) Intangible Assets under Development - 43.52 -(f) Financial Assets
(i) Investments 5 16616.31 15332.42 13952.14(ii) Trade Receivables 6 - 460.34 1561.26(iii) Other Financial Assets 7 2424.42 1801.79 1992.73
(g) Non-current Tax Assets (Net) 347.38 392.14 250.13(h) Other Non-current Assets 8 433.63 171.23 45.78Total Non-current Assets 29542.02 26884.18 25699.44
(2) CURRENT ASSETS(a) Inventories 9 37285.45 19051.45 7725.48(b) Financial Assets
(i) Trade Receivables 10 72054.11 46501.85 38447.64(ii) Cash and Cash Equivalents 11 284.87 240.86 295.28
12 3150.50 3773.39 2338.10(iv) Other Financial Assets 13 16781.45 17547.92 13964.23
(c) Other Current Assets 14 3395.11 3488.26 5839.07(d) 2.00 2.07 -Total Current Assets 132953.49 90605.80 68609.80Total Assets 162495.51 117489.98 94309.24EQUITY AND LIABILITIESEQUITY(a) Equity Share Capital 15 1184.21 1184.18 1184.15(b) Other Equity 16 51726.66 42993.07 36345.65Total Equity 52910.87 44177.25 37529.80
LIABILITIES(1) NON-CURRENT LIABILITIES
(a) Financial Liabilities(i) Borrowings 17 11414.08 9980.19 8749.08(ii) Other Financial Liabilities 18 9.85 9.95 10.12
(b) Other Non-current Liabilities 19 587.20 508.81 255.95(c) Provisions 20 2942.04 2264.74 1608.81(d) Deferred Tax Liabilities (Net) 21 302.71 276.40 647.21Total Non-current Liabilities 15255.88 13040.09 11271.17
(2) CURRENT LIABILITIES(a) Financial Liabilities
(i) Borrowings 22 34500.90 16608.35 20160.23(ii) Trade Payables 23 46481.69 30444.23 17893.45(iii) Other Financial Liabilities 24 1858.73 2515.89 2972.51
(b) Other Current Liabilities 25 10732.70 10174.34 4001.78(c) Provisions 26 298.27 314.07 264.57(d) Current Tax Liabilities (Net) 456.47 215.76 215.73Total Current Liabilities 94328.76 60272.64 45508.27Total Equity and Liabilities 162495.51 117489.98 94309.24
The accompanying Notes 1 to 53 form an integral part of the Financial Statements.
As per our attached report of even date.
Chartered Accountants (DIN : 00394094) J. Veeraraghavan S.K. Misra
(DIN : 00078998) (DIN : 00009411) R.C. Tapuriah D.R. Bansal (DIN : 00395997) (DIN : 00050612)
Partner (DIN : 00179118) (DIN : 00043634)Membership No. 081350 (DIN : 06991807) (DIN : 06419513) Y.S. Lodha Managing Director (DIN : 00052861)
New Delhi, May 23, 2018 New Delhi, May 23, 2018
}
VTL
49
MP BIRLAGROUP
STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018
Note
No.
For the year
ended 31st
March, 2018
(` in lakhs)
For the year ended 31st
March, 2017(`
A INCOME
Revenue from Operations 27 135138.46 102654.84Other Income 28 1073.50 1835.41Total Revenue 136211.96 104490.25
B EXPENSES
(i) Cost of Raw Materials Consumed 33465.14 15658.92(ii) Cost of Materials and Other Contract Expenses 29 85211.40 66969.48(iii) Excise Duty 876.16 2887.36(iv) 307.81 651.86(v)
30 (17445.97) (8712.02)(vi) 31 6283.15 4659.76(vii) Finance Costs 32 4719.93 4074.28(viii)Depreciation and Amortisation Expenses 33 1490.80 1266.41(ix) Other Expenses 34 8702.84 7675.31Total Expenses 123611.26 95131.36
C PROFIT BEFORE TAX 12600.70 9358.89D Tax Expense 35
(i) Current Tax 4241.32 3165.83(ii) Deferred Tax Charge/(Credit) 26.31 (370.81)Total Tax Expense 4267.63 2795.02
E PROFIT FOR THE YEAR 8333.07 6563.87F OTHER COMPREHENSIVE INCOME (OCI)
(i)(a) Equity Instruments through OCI 1283.89 874.41
6.67 (41.93)(ii) Income Taxes relating to the above items (2.31) 14.51Total Other Comprehensive Income 1288.25 846.99
G TOTAL COMPREHENSIVE INCOME FOR THE YEAR 9621.32 7410.86
Earning per Equity Share (EPS) in Rupees 36Basic and Diluted EPS (Face Value of ` 10/- each) 70.32 55.39
The accompanying Notes 1 to 53 form an integral part of the Financial Statements.
As per our attached report of even date.
Chartered Accountants (DIN : 00394094) J. Veeraraghavan S.K. Misra
(DIN : 00078998) (DIN : 00009411) R.C. Tapuriah D.R. Bansal (DIN : 00395997) (DIN : 00050612)
Partner (DIN : 00179118) (DIN : 00043634)Membership No. 081350 (DIN : 06991807) (DIN : 06419513) Y.S. Lodha Managing Director (DIN : 00052861)
New Delhi, May 23, 2018 New Delhi, May 23, 2018
}
VTL
50
MP BIRLAGROUP
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018
Description For the
year ended
31st March, 2018
For theyear ended
31st March, 2017(` (` in lakhs) (` (`
A. CASH FLOW FROM OPERATING ACTIVITIES
12600.70 9358.89
Adjustments for :
Depreciation and Amortisation 1490.80 1266.41
(10.61) 2.02
662.08 722.01
Provision for MTM of Derivative Instruments (62.47) (25.99)
(Gain)/Loss on Unrealised Foreign Exchange Rate Fluctuations 118.45 (151.60)
Provision for Doubtful Debts (Net) (68.35) 1.27
Interest Income (371.59) (392.44)
Dividend Income (414.72) (983.82)
Subsidy Income (158.73) (111.31)
Rent from Investment Property (53.40) (53.40)
Interest Expense 3743.42 2759.75
4874.88 3032.90
17475.58 12391.79
Movement in Working Capital :
Increase/(Decrease) in Trade Payables and Provisions 17068.10 17523.78
Decrease/(Increase) in Trade Receivables (30196.13) (7252.78)
Decrease/(Increase) in Inventories (18234.00) (11325.97)
Decrease/(Increase) in Loans and Advances 5839.99 200.13
(25522.04) (854.84)
Cash Flow Generated from/(used in) Operations (8046.46) 11536.95
Direct Taxes Paid (Net of Refunds) (3958.16) (3293.30)
(12004.62) 8243.65
B. CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets (3724.82) (1272.01)
Proceeds from sale of Fixed Assets 26.10 5.63
61.93 (1240.54)
Investment in Shares - (505.87)
Proceeds from Government Grant 112.95 424.86
Rent from Investment Property 53.40 53.40
Interest Received 371.59 392.44
Dividend Received 414.72 983.82
(2684.13) (1158.27)
VTL
51
MP BIRLAGROUP
Description For the
year ended
31st March, 2018
For theyear ended
31st March, 2017(` (` in lakhs) (` (`
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018 (Contd.)
C. CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Share Capital 0.03 0.03
Proceeds from Securities Premium 0.17 0.24
Proceeds/(Repayment) from Long-term Borrowings (net) 1595.23 (138.25)
Proceeds/(Repayment) from Short-term Borrowings 17768.65 (3478.39)
Interest Paid (3743.42) (2759.75)
Dividend Paid (887.90) (763.68)
14732.76 (7139.80)
Net increase/(Decrease) in Cash and Cash equivalents 44.01 (54.42)
Cash and Cash Equivalents at the beginning of the year 240.86 295.28
Cash and Cash Equivalents at the end of the year 284.87 240.86
Components of Cash and Cash Equivalents
Cash on Hand 2.14 4.47
Cheques/Drafts on Hand 68.81 29.84
In Current Accounts 213.92 206.55
284.87 240.86
(c) Movement in Borrowings :(` in lakhs)
Particulars As at 31st
March, 2017
Proceeds Repayment Unrealised foreign
exchange gain/ (loss)
As at 31st
March, 2018
Long Term Borrowings (Including current portion) 10960.14 5720.31 4125.08 6.65 12562.02
Short Term Borrowings 16608.35 37584.17 19815.52 123.90 34500.90
Total Liabilities from Financing Activities 27568.49 43304.48 23940.60 130.55 47062.92
As per our attached report of even date.
Chartered Accountants (DIN : 00394094) J. Veeraraghavan S.K. Misra
(DIN : 00078998) (DIN : 00009411) R.C. Tapuriah D.R. Bansal (DIN : 00395997) (DIN : 00050612)
Partner (DIN : 00179118) (DIN : 00043634)Membership No. 081350 (DIN : 06991807) (DIN : 06419513) Y.S. Lodha Managing Director (DIN : 00052861)
New Delhi, May 23, 2018 New Delhi, May 23, 2018
}
VTL
52
MP BIRLAGROUP
STATEMENT OF CHANGES IN EQUITY
(a) Equity share capital
Particulars (`Balance as at 1st April, 2016 1184.15Movement during the year 0.03Balance as at 31st March, 2017 1184.18Movement during the year 0.03Balance as at 31st March, 2018 1184.21
(b) Other Equity
(`Particulars Reserves and Surplus Items of Other
Comprehensive Income
Total
Securities
Premium
Reserve
Debenture
Redemption
Reserve
General
Reserve
Retained
Earnings
Equity Instruments Fair
Value Through Other
Comprehensive Income
Balance as at 1st April, 2016 3885.43 - 25000.00 7388.29 71.93 36345.65- - - 6563.87 - 6563.87
Other Comprehensive Income for the year - - - (27.42) 874.41 846.99Transfer from retained earnings - 418.00 5000.00 (5418.00) - -Security Premium Received during the Year 0.24 - - - - 0.24Final Dividend and Tax thereon - - - (763.68) - (763.68)Balance as at 31st March, 2017 3885.67 418.00 30000.00 7743.06 946.34 42993.07
- - - 8333.07 - 8333.07Other Comprehensive Income for the year - - - 4.36 1283.89 1288.25Transfer from retained earnings - 835.00 - (835.00) - -Security Premium Received during the Year 0.17 - - - - 0.17Final Dividend and Tax thereon - - - (887.90) - (887.90)Balance as at 31st March, 2018 3885.84 1253.00 30000.00 14357.59 2230.23 51726.66
As per our attached report of even date.
Chartered Accountants (DIN : 00394094) J. Veeraraghavan S.K. Misra
(DIN : 00078998) (DIN : 00009411) R.C. Tapuriah D.R. Bansal (DIN : 00395997) (DIN : 00050612)
Partner (DIN : 00179118) (DIN : 00043634)Membership No. 081350 (DIN : 06991807) (DIN : 06419513) Y.S. Lodha Managing Director (DIN : 00052861)
New Delhi, May 23, 2018 New Delhi, May 23, 2018
}
VTL
53
MP BIRLAGROUP
1. NOTES TO STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2018
1.1 Company Overview
1956 (now replaced by the Companies Act, 2013). The Company is engaged in manufacturing and sale of Cables (comprising
No. is L31300MP1983PLC002134.1.2 Basis of Preparation and Presentation
(Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act, as applicable.
availing certain exemptions and exceptions to the retrospective application of certain requirements under Ind AS 101 as stated in Note No.51. The resulting difference between the carrying amounts under Ind AS and Previous GAAP as on the Transition Date has been recognised directly in Retained Earnings. An explanation of the effect of the transition from Previous GAAP to Ind AS
items that have been measured at fair value as required by relevant Ind AS.
accordance with the provisions of Schedule III, of the Companies Act, 2013, unless stated otherwise.
criteria set out in Schedule III to the Companies Act, 2013. Operating cycle for the business activities of the Company covers
extends up to the realisation of receivables (including retention monies) within the agreed credit period normally applicable to the respective business verticals/segments.
1.4 Use of Estimates & Critical Judgments
end. Although these estimates and associated assumptions are based upon historical experiences and various other factors
estimates and underlying assumptions are reviewed on a periodic basis. Any revision in the accounting estimates is recognised
(a) Lease arrangements:
(b) Estimation of costs for Revenue recognition:
These estimates are re-assessed at the end of each period.
VTL
54
MP BIRLAGROUP
(a) Property, Plant and Equipment (PPE)
PPE are stated at cost, net of recoverable taxes, discount and rebates, etc. less accumulated depreciation and impairment loss, if any. Such cost includes purchase price, borrowing cost and any cost directly attributable to bringing the assets to its
be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised when replaced.Spare parts in the nature of PPE are capitalised and depreciated over their remaining useful lives.Gains or losses arising from de–recognition of PPE is measured as the difference between the net disposable proceeds and
(b) Investment Property
Ind AS 40. The same is held generally to earn rental income or for capital appreciation or both. The Investment Property has been recognised at cost less accumulated depreciation and impairment, if any. The same has been disclosed separately
(c) Intangible Assets
Intangible assets (mainly comprise of license fees and associated implementation costs incurred for Computer Software)
the Company and the cost can be measured reliably. After initial recognition, an intangible asset is carried at its cost, less accumulated amortisation and accumulated impairment losses, if any.
(d) Depreciation/Amortisation
Depreciation on PPE is provided on straight line method at the rates determined based on the useful lives of respective assets as prescribed in the Schedule II of the Companies Act, 2013 and/or useful life reviewed and assessed by the Company based on technical evaluation of relevant class of assets, as detailed below:
Buildings 30/ 60 yearsPlant and Equipments 3 to 10 yearsFurniture and Fixtures 10 yearsVehicles 8 to 10 yearsComputer 3 years
3 years
month of addition/disposal/discarding.Leasehold land and related improvements are amortised on a straight line basis over the period of the lease (30 to 99 years).
appropriate.(e) Impairment of Non-Financial Assets
Assessment is done at each balance sheet date as to whether there is any indication that an asset (PPE and Intangible) may be impaired. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit (CGU) is
at the end of its useful life. For the purpose of assessing impairment, the recoverable amount is determined for an individual
whose carrying value exceeds its recoverable amount is considered impaired and is written down to its recoverable amount. Assessment is also done at each reporting date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased.
VTL
55
MP BIRLAGROUP
(f) Government Grants and Subsidies
Equipment, etc.) from the Government(s) are recognised when there is reasonable assurance that the conditions attached to them will be complied and grants/subsidy will be received. Government subsidies/incentives inextricably based upon
basis over the remaining useful life of the related Plant and Equipment.
(g) Inventories
Inventories are valued as follows:
Raw Materials, Stores and Spare Parts
Lower of cost and net realisable value. Cost is determined on a transaction moving weighted average basis. However, raw materials and other items held for use in the production of inventories are not
sold at or above cost.Traded Goods Lower of cost and net realisable value. Cost is determined on transaction moving weighted average
basis.Lower of cost and net realisable value. Cost includes direct materials (determined on a transaction moving weighted average basis), labour and a proportion of overheads.
Finished Goods Lower of cost and net realisable value. Cost includes direct materials (determined on a transaction moving weighted average basis), labour and a proportion of manufacturing overheads based on normal operating capacity of relevant production facilities.
Scrap Materials Estimated Net Realisable value.Cost comprise all cost of purchase, cost of conversion and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is the estimated selling price in the ordinary course of business, less estimated
(h) Fair Value Measurement
venture and associates) and derivatives at fair value at each balance sheet date.Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
has access at that date.
measurement as a whole:
indirectly observable;
For the purpose of Fair value disclosure, the Company has determined classes of assets and liabilities on the basis of nature,
Management determines the policies and procedures for both recurring fair value measurement, such as derivative
(i) Financial Instruments
instrument of another entity.(1) Financial assets
(a) Initial recognition and measurement
VTL
56
MP BIRLAGROUP
to the fair value on initial recognition.(b) Subsequent measurementFinancial Assets other than Equity Instruments
- Financial assets carried at Amortised cost:
- Financial assets at Fair value through other comprehensive income (FVTOCI):
of principal and interest on principal outstanding. They are subsequently measured at each reporting date at fair value, with all fair value movements recognised in Other Comprehensive Income (OCI). On Derecognition of the
and loss.Equity Instruments
- Investment in subsidiaries, Joint Ventures and AssociatesThe Company has accounted for its Investments in Subsidiaries, Joint venture and Associates at cost/ deemed cost.
- Other Equity Investments
intended for sale. If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. On disposal, accumulated gain/ losses on such investments are transferred from OCI to Retained Earnings.
Derecognition of Financial Instruments
Impairment of Financial Assets
Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company determines
(2) Financial Liabilities
Recognition and Initial Measurement:
loans and borrowings and payables, net of directly attributable transaction costs.Subsequent Measurement:
at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in the
VTL
57
MP BIRLAGROUP
Derecognition:
(3) Offsetting Financial Instruments:
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.
(4) Derivative Financial Instruments:
initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured
and Loss immediately.(j) Income taxes
Tax expense comprises current income tax and deferred tax. Current income tax expense is measured at the amount expected to be paid to the taxation authorities in accordance with the governing provisions of the Income-tax Act, 1961. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at the reporting date.Deferred tax is provided using the balance sheet method on temporary differences between the tax bases of assets and
are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.
deductible temporary differences, the carry forward of unused tax credits and unused tax losses can be utilised.
recognised directly in equity or other comprehensive income.Current tax assets and Current tax liabilities are offset, if a legally enforceable right exists to set off the recognised amounts and where it intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
(k) Revenue recognition
Revenue from Sale of Goods
be reliably measured. Revenue is measured at the price charged (consideration received or receivable) to the customer and are recorded net of returns, claims, rebates and other pricing allowances, trade discounts, volume discounts and taxes and duties collected on behalf of the Government except as provided in Note No.37(a). Revenue is recognised on transfer
award in favour of the Company, as the case may be.Contract RevenueRevenue from Engineering, Procurement and Construction (EPC) Contracts and Services is recognised based on the stage of completion of the individual contract using the percentage completion method, provided the order outcome as well as expected total costs can be reliably estimated. The stage of completion of the EPC Contracts and Services is determined by
contract costs.The estimates of contract costs and the revenue thereon are reviewed periodically by the management and the cumulative
that contract expenses will exceed total revenue from a contract, the expected loss is recognised immediately as an expense
performed exceeds interim billings is recognised as an asset. Contracts in progress for which interim billings exceed the selling price are recognised as a liability.Interest income is recognised on time proportion basis. Dividend income is recognised when the right to receive payment is established.
VTL
58
MP BIRLAGROUP
(l) Borrowing Costs
Borrowing costs directly attributable to the acquisition, construction, production or development of qualifying assets, which
of those assets, until such time the assets are substantially ready for their intended use or sale. All other borrowing costs are
borrowing are amortised over the tenure of respective loans using Effective Interest Rate (EIR) method.(m) Provisions, Contingent Liabilities and Contingent Assets
The Company recognises a provision when there is a present obligation as a result of past event that probably requires an
Provision for warranty related costs are recognised when the terms and conditions attached to and forming part of the executed portion of the contract of sale of products and/ or providing of services or both are assessed to have underlying obligations to be met during the warranty period. The estimate of such warranty costs is revised annually.
(n) Operating Segment
which it may earn revenues and incur expenses (including transactions with any other components of the Company) and for
actuaries. Actuarial gains and losses are recognised in the Other Comprehensive Income.
trust administered by the trustees. The Company has its representation on the board of trust. The Company is liable for any
Ex-gratia or other amount disbursed on account of selective employees separation scheme or otherwise are charged to
(p) Operating Leases
VTL
59
MP BIRLAGROUP
(q) Finance Lease
to ownership are effectively transferred / term of the lease covers the estimated economic useful life of the cocerned IRU
(r) Foreign Currency Translations
Transactions in foreign currencies are initially recorded in the functional currency, by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction. Foreign currency monetary items are translated using the exchange rate prevailing at the reporting date.
Loss.(s) Earnings Per Share
Company by the weighted average number of the equity shares outstanding during the year.(t) Cash and Cash Equivalents
investments with an original maturity of three months or less from the date of acquisition.1.6 Recent Accounting Pronouncements
(a) Ind AS 115-Revenue from Customers
The core principle of the new standard is that an entity should recognise revenue when the control of goods or services underlying the particular performance obligation is transferred to customers. Further the new standard requires enhanced
terms and conditions of the contract between the entity and customer. An entity may choose to apply the new standard
recognition of related costs. The standard is effective for annual periods beginning on or after 1st April, 2018. The Company
(b) Appendix B to Ind AS 21, Foreign currency transactions and advance consideration
for the purpose of determining the exchange rate to use on initial recognition of the related asset, liability, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from
2. PROPERTY, PLANT AND EQUIPMENT
(`
Particulars Freehold
Land
Leasehold
Land
Buildings Plant and
Equipment Equipment
Furniture
and
Fixtures
Vehicles Leasehold
Improvements
Total
Gross Block
Deemed Cost as at 1st April, 2016 113.18 33.38 956.48 6236.59 105.22 122.27 212.38 1.98 7781.48
Additions during the year - - - 369.19 121.29 37.58 30.02 - 558.08
- - - 8.88 1.46 3.49 1.55 - 15.38
Balance as at 31st March, 2017 113.18 33.38 956.48 6596.90 225.05 156.36 240.85 1.98 8324.18
Additions during the year - - 411.38 2982.11 107.45 0.55 - - 3501.49
- - - 18.11 1.46 0.20 - 1.98 21.75
Balance as at 31st March, 2018 113.18 33.38 1367.86 9560.90 331.04 156.71 240.85 - 11803.92
VTL
60
MP BIRLAGROUP
(`
Particulars Freehold
Land
Leasehold
Land
Buildings Plant and
Equipment Equipment
Furniture
and
Fixtures
Vehicles Leasehold
Improvements
Total
Accumulated Depreciation
Balance as at 1st April, 2016 - - - - - - - - -
Depreciation for the year - 0.68 35.57 1115.36 59.60 19.07 33.81 - 1264.09
- - - 4.29 0.13 0.17 1.07 - 5.66
Balance as at 31st March, 2017 - 0.68 35.57 1111.07 59.47 18.90 32.74 - 1258.43
Depreciation for the year - 0.68 42.53 1284.74 92.06 18.86 32.40 - 1471.27
- - - 5.66 0.63 0.04 - - 6.33
Balance as at 31st March, 2018 - 1.36 78.10 2390.15 150.90 37.72 65.14 - 2723.37
Net Block
Balance as at 1st April, 2016 113.18 33.38 956.48 6236.59 105.22 122.27 212.38 1.98 7781.48
Balance as at 31st March, 2017 113.18 32.70 920.91 5485.83 165.58 137.46 208.11 1.98 7065.75
Balance as at 31st March, 2018 113.18 32.02 1289.76 7170.75 180.14 118.99 175.71 - 9080.55
Note: For details of assets pledged as collateral, refer Note No. 17 and 22.
3. INVESTMENT PROPERTY
Particulars (`
Gross Block
Deemed cost as at 1st April, 2016 103.46
Balance as at 31st March, 2017 103.46
Balance as at 31st March, 2018 103.46
Accumulated Depreciation
Balance as at 1st April, 2016 -
Depreciation for the year 2.32
Balance as at 31st March, 2017 2.32
Depreciation for the year 2.32
Balance as at 31st March, 2018 4.64
Net Block
Balance as at 1st April, 2016 103.46
Balance as at 31st March, 2017 101.14
Balance as at 31st March, 2018 98.82
Fair Value
As at 1st April, 2016 1412.23
As at 31st March, 2017 1553.45
As at 31st March, 2018 1708.80
Fair Value is determined based on valuation carried out by an independent valuer/ sources on a case to case basis. Valuation is based
2. PROPERTY, PLANT AND EQUIPMENT (Contd.)
VTL
61
MP BIRLAGROUP
3. INVESTMENT PROPERTY (Contd.)
(`Information regarding Income and Expenditure of Investment Property Year ended
31st March, 2018
Year ended
31st March, 2017
Rental Income derived from Investment Properties 53.40 53.40Less : Direct Operating Expenses (including repairs and maintenance) for generating
rental income0.96 0.96
Less : Depreciation 2.32 2.3250.12 50.12
As at
31st March, 2018
(` in lakhs)
As at31st March, 2017
(`
As at1st April, 2016
(`
4. INTANGIBLE ASSETS (Computer Software)
Gross Block
Opening Balances - - -Additions during the year 103.27 - -
- - -Closing Balance 103.27 - -Accumulated Amortisation
Opening Balance - - -Amortization during the year 17.21 - -
- - -Closing Balance 17.21 - -Net Block 86.06 - -
5. NON-CURRENT INVESTMENTS
Investments in Equity Instruments
A Investments carried at Cost
Investments in wholly owned Subsidiary Companies
Unquoted - Fully paid up Equity Shares of ` 10/- each
1,52,50,200 (1,52,50,200) (1,52,50,200) August Agents Limited 1525.02 1525.02 1525.021,50,00,200 (1,50,00,200) (1,50,00,200) Insilco Agents Limited 1500.02 1500.02 1500.021,50,00,200 (1,50,00,200) (1,50,00,200) Laneseda Agents Limited 1500.02 1500.02 1500.02
4525.06 4525.06 4525.06Investment in a Joint Venture
- - (40,00,100) Birla Cable Limited** - - 900.0136,00,000 (36,00,000) (36,00,000) Birla Visabeira Pvt. Limited 360.00 360.00 360.00
360.00 360.00 1260.01Investments in Associates
Quoted - Fully paid up Equity Shares of ` 10/- each82,74,963 (82,74,963) (82,74,963) Universal Cables Limited* 4945.62 4945.62 4945.6263,80,243 (63,80,243) (63,80,243) Birla Corporation Limited 1917.58 1917.58 1917.58Unquoted - Fully paid up Equity Shares of ` 10/- each
1,20,00,000 (1,20,00,000) (1,20,00,000)Limited 1200.00 1200.00 1200.00
8063.20 8063.20 8063.20
Joint Ventures at Cost 12948.26 12948.26 13848.27
VTL
62
MP BIRLAGROUP
As at
31st March, 2018
(` in lakhs)
As at31st March, 2017
(`
As at1st April, 2016
(`
5. NON-CURRENT INVESTMENTS (Contd.)
B Investments carried at Fair Value through Other Comprehensive Income
Quoted - Fully paid up Equity Shares of ` 10/- each
58,00,100 (58,00,100) - Birla Cable Limited** 3535.17 2264.94 -3535.17 2264.94 -
Unquoted - Fully paid up Equity Shares of ` 10/- each
2,99,940 (2,99,940) (2,99,940) Birla Financial Corporation Limited 126.03 112.62 97.63
9,800 (9,800) (9,800)Limited 3.60 3.52 3.40
9,800 (9,800) (9,800) Universal Electricals Private Limited 3.25 3.08 2.84
132.88 119.22 103.87Aggregate Amount of Investments recognised at Fair Value through Other Comprehensive Income 3668.05 2384.16 103.87Total (A+B) 16616.31 15332.42 13952.14Aggregate Amount of Quoted Investments 10398.37 9128.14 6863.20Aggregate Market Value of Quoted Investments 59816.26 57779.28 30469.55Aggregate Amount of Unquoted Investments 6217.94 6204.28 7088.94
6. TRADE RECEIVABLES
(Unsecured)Considered Good - 460.34 1561.26
- 460.34 1561.26
7. OTHER FINANCIAL ASSETS
(Unsecured and Considered Good)Loans to Employees 1.97 6.44 6.44Security Deposits 214.60 159.76 165.70
-In Term Deposit Accounts 2207.85 1635.59 1820.592424.42 1801.79 1992.73
8. OTHER NON-CURRENT ASSETS
(Unsecured and Considered Good)Capital Advance 421.17 119.36 31.82Prepaid Expenses 12.46 51.87 13.96
433.63 171.23 45.78
VTL
63
MP BIRLAGROUP
As at
31st March, 2018
(` in lakhs)
As at31st March, 2017
(`
As at1st April, 2016
(`
9. INVENTORIES
Raw Materials 5127.85 4466.84 1824.32[Including in Transit ` `and `
173.14 95.02 102.21Stores and Spares 205.52 156.62 178.00
0.32 6.76 11.06
`(` ` April, 2016)]
31759.87 14245.21 5576.65
Finished Goods - - 2.69Scrap Materials 18.75 81.00 30.55
37285.45 19051.45 7725.48
10. TRADE RECEIVABLES
(Unsecured)Considered Good 72054.11 46501.85 38447.64Considered Doubtful 86.94 18.59 17.32
72141.05 46520.44 38464.96Less: Allowance for Doubtful Trade Receivables 86.94 18.59 17.32
72054.11 46501.85 38447.64
11. CASH AND CASH EQUIVALENTS
-In Current Accounts 213.92 206.55 142.28Cheques, Drafts on Hand 68.81 29.84 150.87Cash on Hand 2.14 4.47 2.13
284.87 240.86 295.28
12. OTHER BANK BALANCES
-In Unpaid Dividend Account 33.31 22.01 12.26-In Term Deposit Accounts 3117.19 3751.38 2325.84
3150.50 3773.39 2338.10
13. OTHER FINANCIAL ASSETS
(Unsecured and Considered Good)Loans to Employees 11.39 11.80 10.48Security Deposits 578.60 394.60 390.25Sales Tax Subsidy Receivable 171.59 - -
294.27 95.70 343.43Unbilled Revenue 12510.16 7690.42 6225.44
3215.44 9355.40 6994.6316781.45 17547.92 13964.23
VTL
64
MP BIRLAGROUP
As at
31st March, 2018
(` in lakhs)
As at31st March, 2017
(`
As at1st April, 2016
(`
14. OTHER CURRENT ASSETS
(Unsecured and Considered Good)Prepaid Expenses 174.14 103.39 60.52
2955.03 1272.07 1324.81Other Advances 265.94 2112.80 4453.74
3395.11 3488.26 5839.07
15. EQUITY SHARE CAPITAL
Authorised
1,50,00,000 (1,50,00,000) (1,50,00,000) Equity Shares of ` 10/- each 1500.00 1500.00 1500.00Issued
1,18,52,014 (1,18,52,014) (1,18,52,014) Equity Shares of ` 10/- each 1185.20 1185.20 1185.20Subscribed and Fully paid up
1,18,50,863 (1,18,50,863) (1,18,50,863) Equity Shares of ` 10/- each 1185.09 1185.09 1185.09Less: Calls Unpaid 0.88 0.91 0.94
1184.21 1184.18 1184.15
(a) Reconciliation of the number of equity shares and amount outstanding at the beginning of the year and at the end of the
year :
Description As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016No. of
Shares
` in lakhs No. of Shares
` No. of Shares
`
Outstanding at the beginning of the year 11850863 1185.09 11850863 1185.09 11850863 1185.09Outstanding at the end of the year 11850863 1185.09 11850863 1185.09 11850863 1185.09
(b) Term/Right attached to Equity Shares:
The Company has issued only one class of shares referred to as equity share having a par value of `passu. The holders of equity shares are entitled to one vote per share.
(c) Details of Shareholders holding more than 5% shares based on legal ownership in the subscribed share capital of the
Company:
Name of the Shareholder As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016No. of
Shares
% of
Holding
No. of Shares Holding
No. of Shares Holding
Universal Cables Limited 3454530 29.15 3454530 29.15 3454530 29.15
Private Limited 1291374 10.90 1291374 10.90 1291374 10.90Belle Vue Clinic 1164286 9.82 1164286 9.82 1164286 9.82Reliance Capital Trustee Co. Limited A/c Reliance Small Cap Fund 1062224 8.96 826916 6.98 826916 6.98
VTL
65
MP BIRLAGROUP
As at
31st March, 2018
(` in lakhs)
As at31st March, 2017
(`
As at1st April, 2016
(`
16. OTHER EQUITY
Securities Premium Account
Opening Balance 3885.67 3885.43Add : Received during the year 0.17 0.24Closing Balance 3885.84 3885.67 3885.43Debenture Redemption Reserve
Opening Balance 418.00 -Add : Transferred from Retained Earnings 835.00 418.00Closing balance 1253.00 418.00 -General Reserve
Opening Balance 30000.00 25000.00Add : Transferred from Retained Earnings - 5000.00Closing Balance 30000.00 30000.00 25000.00Retained Earnings
Opening Balance 7743.06 7388.298333.07 6563.87
Add : Item of other comprehensive income recognised directly in retained earnings
4.36 (27.42)16080.49 13924.74
Less : AppropriationsTransferred to Debenture Redemption Reserve 835.00 418.00Transferred to General Reserve - 5000.00Dividend on Equity Shares 829.56 711.05Tax on Dividend on Equity Shares 58.34 52.63
1722.90 6181.6814357.59 7743.06 7388.29
Other Comprehensive Income
Opening Balance 946.34 71.93Add : Other Comprehensive Income for the year 1283.89 874.41Closing Balance 2230.23 946.34 71.93
51726.66 42993.07 36345.65
17. BORROWING NON-CURRENT
Secured
Rupee Term Loan 914.36 744.84 990.84Foreign Currency Term Loan 1451.98 2162.91 2959.77
- - 708.48Unsecured
Redeemable Non-Convertible Debentures 10195.68 5052.39 -Other Loans
From a Body Corporate - 3000.00 6500.0012562.02 10960.14 11159.09
VTL
66
MP BIRLAGROUP
17. BORROWING NON-CURRENT (Contd.)
Less : Current Maturities of Long-term Borrowings at the year end (disclosed under Note No. 24)
- - 708.48Rupee Term Loan 416.67 250.00 250.00
731.27 729.95 751.53Loans from Bodies Corporate - - 700.00
1147.94 979.95 2410.0111414.08 9980.19 8749.08
second charge by way of hypothecation of entire Current Assets, both present and future, of the Company viz inventories, bills `
in 12 quarterly installments commencing from December, 2017 and ending on September, 2020. Another Rupee Term Loan of `
redeemable fully “at par” as per details below :
Series I Series II
(i) ` `
(ii) ` `
(iii) ` `
18. OTHER FINANCIAL LIABLITIES (NON-CURRENT)
Security Deposits 9.85 9.95 10.129.85 9.95 10.12
19. OTHER NON-CURRENT LIABILITY
Deferred Subsidy 587.20 508.81 255.95587.20 508.81 255.95
20. PROVISIONS (NON-CURRENT)
Compensated Absences 16.64 - 65.92Pension 28.24 29.66 29.82
2897.16 2235.08 1513.072942.04 2264.74 1608.81
contract of supply of manufactured and outsourced products executed by the Company.
As at
31st March, 2018
(` in lakhs)
As at31st March, 2017
(`
As at1st April, 2016
(`
VTL
67
MP BIRLAGROUP
As at
31st March, 2018
(` in lakhs)
As at31st March, 2017
(`
As at1st April, 2016
(`
21. DEFERRED TAX LIABILITIES (NET)
(a) Deferred Tax Liabilities
816.00 756.00 710.24Others - - 160.41
816.00 756.00 870.65(b) Deferred Tax Assets
Allowance for Doubtful Receivables 30.38 6.43 5.99Items Deductible on Payment Basis 302.58 235.27 148.61Others 180.33 237.90 68.84
513.29 479.60 223.44Net Deferred Tax Liabilities 302.71 276.40 647.21
Reconciliation of Deferred Tax Liabilities (Net):
Opening Balance 276.40 647.2126.31 (370.81)
Closing Balance 302.71 276.40
22. BORROWINGS
Working Capital Loans/Borrowings from Banks (Secured)
1509.61 - -Short Term Loan 2000.00 - -Cash Credit Facilities 11400.53 14396.65 4353.73
2119.62 1934.74 3869.752009.27 276.96 575.52
19039.03 16608.35 8799.00Other Loans (Unsecured)
Commercial Paper (Face Value of ` 15461.87 - 9611.23From Bodies Corporate (Repayable on demand) - - 1750.00
15461.87 - 11361.2334500.90 16608.35 20160.23
interalia, demand repayment in case of non-compliance of terms and conditions of sanctions or deterioration in the sanctioned loan accounts in any manner.
are additionally secured by way of pledge of 12,50,000 equity shares held by the Company in Birla Cable Limited and cross corporate guarantee of Birla Cable Limited.
`
charge by way of hypothecation of entire Current Assets, both present and future, of the Company viz inventories, bills receivables,
VTL
68
MP BIRLAGROUP
As at
31st March, 2018
(` in lakhs)
As at31st March, 2017
(`
As at1st April, 2016
(`
23. TRADE PAYABLES
Micro Enterprises and Small Enterprises* 3322.68 1258.14 1849.10Others 43159.01 29186.09 16044.35
46481.69 30444.23 17893.45* Principal amount outstanding as at the year end. There is no overdue amount of principal and interest due to Micro and Small Enterprises. During the period, no interest
24. OTHER FINANCIAL LIABILITIES
Current Maturities of Long Term Borrowings 1147.94 979.95 2410.01416.23 267.44 198.28
Unclaimed Dividend* 33.31 22.01 12.26Creditors/Liability Pertaining to Capital Expenditure 223.40 1146.17 225.65Provision for MTM of Derivative Instruments 37.85 100.32 126.31
1858.73 2515.89 2972.51* This does not include any amount due and outstanding to be credited to Investors Education and Protection Fund during the year.
25. OTHER CURRENT LIABILITIES
Statutory Dues 1241.21 1060.76 706.32Excess of Billing over Revenue 1259.21 1634.55 464.98Mobilisation and other Advances from Customers 8073.55 7367.72 2779.86Deferred Subsidy 158.73 111.31 50.62
10732.70 10174.34 4001.78
26. PROVISION
Gratuity 46.94 83.82 47.20Compensated Absences 19.65 20.51 39.13Pension 4.44 4.44 4.44Others 227.24 205.30 173.80
298.27 314.07 264.57
VTL
69
MP BIRLAGROUP
For the year ended
31st March, 2018
(` in lakhs)
For the year ended31st March, 2017
(`
27. REVENUE FROM OPERATIONS
Sale of Products 40286.16 27758.8894228.67 74404.84
[Including revenue from construction contract (Refer Note No. 39 ) and IRU (Refer Note No. 44(b)]Other Operating Income 623.63 491.12
135138.46 102654.84
28. OTHER INCOME
Interest Income 371.59 392.44Dividend Income on Investments 414.72 983.82Gain on Foreign Currency transactions (Net) - 276.58Subsidy Income 158.73 111.31Rent Received 64.91 66.87
10.61 -Other Non Operating Income 52.94 4.39
1073.50 1835.41
29. COST OF MATERIALS AND OTHER CONTRACT EXPENSES
Materials Purchased 57788.85 31311.3427422.55 35658.1485211.40 66969.48
30. CHANGES IN INVENTORIES OF FINISHED GOODS,
WORK-IN-PROGRESS AND STOCK-IN TRADE, ETC.
Closing Inventories31759.87 14245.21
Finished Goods - -0.32 6.76
Scrap Materials 18.75 81.0031778.94 14332.97
Opening Inventories14245.21 5576.65
Finished Goods - 2.696.76 11.06
Scrap Materials 81.00 30.5514332.97 5620.95
(17445.97) (8712.02)
VTL
70
MP BIRLAGROUP
For the year ended
31st March, 2018
(` in lakhs)
For the year ended31st March, 2017
(`
31. EMPLOYEE BENEFITS EXPENSE
5621.32 4118.95Contribution to Provident and Other Funds, etc. 371.63 283.56
290.20 257.256283.15 4659.76
32. FINANCE COSTS
Interest Expense 3743.42 2759.75Other Borrowing Costs 976.51 1314.53
4719.93 4074.28
33. DEPRECIATION AND AMORTISATION EXPENSE
On Property, Plant and Equipment 1471.27 1264.09On Investment Property 2.32 2.32On Intangible Assets 17.21 -
1490.80 1266.41
34. OTHER EXPENSES
Consumption of Stores and Spares 540.97 405.381157.05 570.36
72.60 132.24Power and Fuel 853.07 599.80Sales Commission (other than sole selling agent) 76.95 60.01Rent 539.98 369.58
69.89 108.89Buildings 99.73 187.89Others 33.86 35.49
Insurance 303.45 195.961048.15 1155.42
Travelling and Conveyance 1149.65 842.09Payment to AuditorsStatutory Auditors
Audit Fees 15.00 15.00Tax Audit Fee 1.00 1.00Quarterly Reviews 4.50 4.50Taxation Matters 0.30 0.25
8.50 3.88Reimbursement of Expenses 1.27 0.87
Cost AuditorsAudit Fees 0.55 0.55
VTL
71
MP BIRLAGROUP
0.22 0.27Reimbursement of Expenses 0.15 0.17Legal and Professional 215.21 224.90Loss on Sale/Discard of Fixed Assets (Net) - 2.02Allowance for Doubtful Trade Receivables 68.35 1.69
225.86 442.72Foreign Exchange Rate Fluctuation (Net) 41.71 -
662.07 729.62Miscellaneous Expenses[Including ` `
1512.80 1584.76
8702.84 7675.31
35. TAX EXPENSE
Current Tax
Current Tax 4252.69 3161.51(11.37) 4.32
4241.32 3165.83Deferred Tax Charge/(Credit) 26.31 (370.81)Total Tax Expense 4267.63 2795.02Amount Recognised in the OCI
(2.31) 14.51Total Tax Expense (2.31) 14.51Reconciliation of effective tax rate:
12600.70 9358.894360.85 3238.92
Tax Effect of Exempt Income (144.92) (340.48)Tax Effect of Permanent Disallowances 58.38 9.33Tax effect of change in Tax rates 3.90 -Others 0.79 (117.07)
(11.37) 4.324267.63 2795.02
Effective Income Tax Rate 33.87%
34. OTHER EXPENSES (Contd.)
For the year ended
31st March, 2018
(` in lakhs)
For the year ended31st March, 2017
(`
VTL
72
MP BIRLAGROUP
36. Earning per share (EPS):
Particulars As at
31st March, 2018
As at31st March, 2017
11850863 11850863` 8333.07 6563.87
Nominal value of each equity share (`) 10.00 10.00EPS (Basic and Diluted) 70.32 55.39
37. (a) In accordance with Ind AS 18 on “Revenue” and Schedule III to the Companies Act, 2013, sales upto period ended 30th June, 2017 were reported gross of excise duty and net of value added tax (VAT)/central Sales tax (CST) and service tax. Excise duty
excise duty, VAT, sales tax, service Tax, etc. have been subsumed into GST and the same are not recognised as a part of sales as per the requirement of Ind AS 18. Accordingly Revenue from operations in the current year is not comparable with that of the previous year.
as of 1st July, 2017, wherein contract prices were arrived at based on taxes and duty structure prevailing before implementation of GST. Pending revision/reset of contract prices in accordance with GST regime, the Revenue from Operations pertaining to
customers.(c) The Trade Receivables as at 31st March, 2018 include an amount of ̀
and maintenance contract(s), the Management believes that the said Trade Receivables are good and the carrying amount of the same is appropriate.
38. Contingent Liabilities and Commitments (to the extent not provided for) –
(a) Contingent liabilities:(i) Pending cases with income tax appellate authorities where income tax department has preferred appeals – Liability not
ascertainable.` NIL (` `
(iii) The Company has an ongoing process for collection and submission of the relevant declaration forms under the VAT Act to the concerned authorities and the Company does not foresee any material liability in this regard.
(b) Commitments:Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for ` 3966.01
` `
its meeting held on 23rd May, 2018. For the year ended 31st March, 2018, dividend of ` 10 per share (Total dividend of `1428.68 `
therefore proposed dividend (including dividend distribution tax) has not been recognised as liability as at the Balance Sheet date in line with Ind AS-10 “Events after the Reporting Period”.
VTL
73
MP BIRLAGROUP
39. Information pursuant to Ind AS 11 “Revenue from Construction Contracts” are furnished hereunder :
(`Sl.
No.
Particulars 2017-18 2016-17
(a) Contract Revenue recognised for the year 66855.92 75447.41(b) The relevant information relating to all Contracts in progress upto the reporting date are
given below:(i) Aggregate amount of costs incurred 173718.19 127750.29
18011.68 12086.26(iii) Amount of customer advances received and outstanding 9972.02 2236.92(iv) Amount due from customers (including retentions, if any) as an asset 45973.50 35166.98(v) Retention with the customer 12037.77 7489.00
(a) Gratuity and Pension:
(`Description Gratuity Pension
31st March,
2018
31st March, 2017
31st March,
2018
31st March, 2017
Current Service Cost 44.10 41.19 - -45.10 37.91 2.00 2.01
Expected Return on Plan Assets (41.69) (40.16) - -Net Actuarial (Gain)/Loss recognised - - 5.46 2.27
47.51 38.94 7.46 4.28
(ii) Amount recognised in Other Comprehensive Income:
(`Description Gratuity Pension
31st March,
2018
31st March, 2017
31st March,
2018
31st March, 2017
Actuarial Gain/ (Loss) on Plan Assets 5.31 1.42 - -Actuarial Gain/ (Loss) on DBO arising from-
(11.18) - - -Difference in Present Value of Obligation 12.54 (43.35) - -Amount Recognised in OCI 6.67 (41.93) - -
(iii) Amount recognised in the Balance Sheet:
(`Description Gratuity Pension
31st March,
2018
31st March, 2017
31st March,
2018
31st March, 2017
686.80 628.30 32.68 34.10Fair value of the plan assets 638.50 543.00 - -Paid by Group Company 1.36 1.48 - -Net Asset/(Liability) (46.94) (83.82) (32.68) (34.10)
VTL
74
MP BIRLAGROUP
(`Description Gratuity Pension
2017-18 2016-17 2017-18 2016-17628.30 525.72 34.10 34.26
Interest cost 45.10 37.91 2.00 2.01Current Service Cost 44.10 41.19 - -
(29.35) (19.87) (4.44) (4.44)Actuarial (Gain)/Loss (1.35) 43.35 1.02 2.27
686.80 628.30 32.68 34.10
(v) Changes in the Fair Value of Plan Assets:
(`Description Gratuity
2017-18 2016-17Opening Fair Value of Plan Assets 543.00 477.00Expected Return on Plan Assets 41.69 40.16Contributions by Employer 83.88 44.29
(35.38) (19.87)Actuarial Gain/(Loss) 5.31 1.42Closing Fair Value of Plan Assets 638.50 543.00
Description Gratuity (%)
2017-18 2016-17Investments with Insurer (Life Insurance Corporation of India) 100 100
The overall expected rate of return on assets is determined based on the actual rate of return during the current year. The Company expects to contribute ̀
Description Gratuity Pension
2017-18 2016-17 2017-18 2016-17Mortality Table IAL (2006-08)
Ultimate
IAL (2006-08) Ultimate
LIC(1996-98)
Ultimate
LIC(1996-98) Ultimate
Attrition Rate 5.00% p.a. N.A. N.A.Imputed Rate of Interest (IC) 7.35% p.a. 7.30% p.a.
Imputed Rate of Interest (D) 7.65% p.a. 7.50% p.a.
Salary Rise 7.50% p.a. N.A. N.A.Expected Return on Plan Assets 7.35% p.a. N.A. N.A.
14.55 years 14.85 years N.A. N.A.
over which the obligation is to be settled.
VTL
75
MP BIRLAGROUP
Reasonably possible changes at the year end, to one of the relevant actuarial assumptions, holding other assumptions
(`Description Delta Effect of 31st March, 2018 31st March, 2017
Decrease Increase Decrease IncreaseGratuityDiscount Rate 43.30 (39.18) 42.14 (38.03)Salary Growth Rate (39.59) 42.94 (38.31) 41.67Attrition Rate 0.37 (0.45) 0.92 (1.01)
(`Description Gratuity
2017-18 2016-1734.95 50.45
Between 1 to 5 years 401.28 207.34Between 5 to 10 years 384.06 429.7610 years and above 364.36 400.10
(b) Provident Fund :The Company contributes its share in an approved provident fund trust viz. Universal Cable Limited Employee Provident Fund.
Contribution to the said fund of ` `
(`2017-18 2016-17
Plan Asset Fair Value 3142.77 2914.803056.80 2667.12
Shortfall if any - -Assumption used in determining the present value of DBO- Discounted rate 8.55% p.a.
- Yield 8.83% p.a.
(`2017-18 2016-17
Contribution to Superannuation Fund 48.27 44.364.24 1.97
41. Segment Information:
Details of the each operating segment are as under: Cable –
EPC(Engineering, Procurement and Construction) –
infrastructure related services with or without materials, as the case may be.
VTL
76
MP BIRLAGROUP
(a) Information about Operating Segments
(`
Business Segments Year ended 31st March, 2018 Year ended 31st March, 2017
Cable EPC Total Cable EPC Total
Revenue
External Sales and Other Operating Income (Net) 40736.39 94402.07 135138.46 28096.19 74558.65 102654.84
basis) 6294.56 - 6294.56 264.53 - 264.53
Other Income* 209.98 12.30 222.28 206.73 74.23 280.96
Total Revenue from Operation 47240.93 94414.37 141655.30 28567.45 74632.88 103200.33
Results
Segment Results (PBIT) 6231.85 9663.72 15895.57 3091.32 7803.58 10894.90
Interest Expense (Net) (3371.83) (2567.31)
Unallocable Income/(Expense) Net 76.96 831.30
Tax Expenses (Net) (4267.63) (2795.02)
8333.07 6563.87
Other Information
Segment Assets 36949.96 108895.93 145845.89 27565.11 74077.16 101642.27
Unallocable Assets 16649.62 15847.71
Total Assets 162495.51 117489.98
Segment Liabilities 11343.93 50375.45 61719.38 7287.46 37921.44 45208.90
Unallocable Liabilities 47865.26 28103.83
Total Liabilities 109584.64 73312.73
Capital Expenditure Incurred 2314.68 185.56 2500.24 1954.35 150.64 2104.99
Depreciation and Amortisation 1094.28 396.52 1490.80 899.22 367.19 1266.41*Excludes ` `
(b) Geographical Segments:
where the goods were produced:
(`Sl.
No.
Geographical Segments 2017-18 2016-17
(i) 131521.09 100813.39(ii) 3617.37 1841.45
Total 135138.46 102654.84
(c) Revenue from two customers of EPC business segment was ` `total revenue of the Company.
VTL
77
MP BIRLAGROUP
entered into at an arm’s length and in the normal/ordinary course of business during the year are given below:
(i) Subsidiaries August Agents Limited (AAL)Insilco Agents Limited (IAL)Laneseda Agents Limited (LAL)
(ii) Joint Ventures (Joint Arrangements) Birla Cable Limited (BCL)(Formerly Birla Ericsson Optical Limited)(Ceased to be Joint Venture w.e.f. 24th August, 2016)Birla Visabeira Private Limited (BVPL)
(iii) Entity where Key Management Personnel/ relatives of KMP
(iv) Associate Company Universal Cables Limited (UCL)Birla Corporation Limited (B.CORP)
(v) Joint Venture of an Associate Company(vi) Reliance Cement Company Private Limited (RCCPL)(vii) Key Management Personnel (KMP) Shri Harsh V. Lodha
Shri J. VeeraraghavanShri S.K. MisraShri R.C. TapuriahShri D.R. Bansal
Shri Shiv Dayal KapoorSmt. Kiran Aggarwal
Shri Y.S. Lodha
Shri R.K. Agarwal
}Chairman
Non-Executive Directors
Managing Director
Company Secretary(w.e.f. 10.08.2017)
(Till 09.08.2017)(viii) VTL Employees Group Gratuity Cum Life Assurance Scheme
(VGF)UCL Employees Provident Fund (UEPF)UCL Superannuation Fund (USAF)
(a) Details of transactions with related parties:
(`Sl.
No.
Nature of
Transaction
Year AAL IAL LAL BCL BVPL UCL B.CORP PPHL RCCPL BFFOPL SPL VGF UEPF USAF
(i) Purchase of Finished Goods/ Traded Goods, Raw Materials
2017-18 - - - - - 6374.68 - - 96.84 9427.13 721.44 - - -
2016-17 - - - 16.09 - 4477.98 4.91 - 6.55 2351.32 660.75 - - -
(ii) Sale of Finished Goods, Traded Goods, Raw Materials and Consumables
2017-18 - - - - - 55.53 59.48 - 80.45 3.97 - - - -
2016-17 - - - 275.11 - 89.03 71.43 - 3.00 1.85 - - - -
(iii) Other Service Charges/Lease Rent Received
2017-18 - - - - - 1.15 - - - - - - - -
2016-17 - - - 10.98 - 10.07 - - - 0.99 - - - -
(iv) Other Service Charges/Lease Rent Paid
2017-18 - - - - - 4.61 6.00 - - - - - - -
2016-17 - - - 0.41 - 32.50 6.00 - - - - - - -
(v) Inter-Corporate 2017-18 - - - - - - - - - - - - - -
2016-17 - - - - - 400.00 - - - - - - - -
VTL
78
MP BIRLAGROUP
(`Sl.
No.
Nature of
Transaction
Year AAL IAL LAL BCL BVPL UCL B.CORP PPHL RCCPL BFFOPL SPL VGF UEPF USAF
(vi) Repayment of Inter-Corporate Loans
2017-18 - - - - - - - - - - - - - -
2016-17 - - - - - 400.00 - - - - - - - -
(vii) Interest paid on Inter-Corporate
2017-18 - - - - - - - - - - - - - -
2016-17 - - - - - 1.99 - - - - - - - -
(viii) Dividend Received 2017-18 - - - - - - 414.72 - - - - - - -
2016-17 183.00 180.00 180.00 58.00 - - 382.81 - - - - - - -(ix) Dividend Paid 2017-18 - - - - - 241.82 0.01 8.53 - - - - - -
2016-17 - - - - - 207.27 0.01 7.31 - - - - - -(x) Contributions 2017-18 - - - - - - - - - - - 83.88 384.31 48.27
2016-17 - - - - - - - - - - - 50.00 333.16 44.36(xi) 2017-18 - - - - - - - - - - - 29.35 230.97 -
2016-17 - - - - - - - - - - - 19.87 174.11 -(xii) Balance Outstanding at the year end
Non Current Investments in Equity Shares
2017-18 1525.02 1500.02 1500.02 - 360.00 4945.62 1917.58 1200.00 - - - - - -
2016-17 1525.02 1500.02 1500.02 - 360.00 4945.62 1917.58 1200.00 - - - - - -2015-16 1525.02 1500.02 1500.02 900.01 360.00 4945.62 1917.58 1200.00 - - - - - -
Cross Corporate Guarantee given
2017-18 - - - - - - - - - - - - - -
2016-17 - - - - - - - - - - - - - -2015-16 - - - 18450.00 - - - - - - - - - -
Cross Corporate Guarantee accepted
2017-18 - - - - - - - - - - - - - -
2016-17 - - - - - - - - - - - - - -2015-16 - - - 148461.00 - - - - - - - - - -
Other Payables 2017-18 - - - - - 879.55 - - - 3547.28 130.17 - - -
2016-17 - - - - - - - - - 868.88 192.35 - - -2015-16 - - - - - - - - - 1992.87 85.20 - - -
Receivable 2017-18 - - - - - - 5.79 - 59.67 1.17 - - - -
2016-17 - - - - - 6.31 54.44 - 3.00 - - - - -2015-16 - - - - - - 11.95 - - - - - - -
(xiii) Maximum amount of loans and advances outstanding at any time during the year
2017-18 - - - - - - - - - - - - - -
2016-17 - - - - - - - - - - - - - -2015-16 - - - 1500.00 - 2400.00 - - - - - - - -
(b) Details of transactions with Key Managerial Personnel:
(`Particulars Shri Y.S. Lodha Shri Saurabh
Chhajer
Shri Satyendu
Pattnaik
Shri R.K.
Agarwal
Non Executive
Directors
Managing
Director
Chief Financial Company
Secretary
Vice President
Commercial &
Secretary
2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17 2017-18 2016-17Short Term Employee
136.86 118.44 36.84 22.81 10.65 - 9.78 6.10 - -
(Refer footnote no. (i)) - - - - - - - - - -Sitting Fees - - - - - - - - 25.40 24.95Balance Outstanding at the year end (Payable/(Receivable) - - - - - - - - - -
VTL
79
MP BIRLAGROUP
Notes:
(i) The remuneration to Key Managerial Personnel(s) other than Non-Executive Directors does not include provision/ payment towards incremental liability on account of gratuity and compensated absences since actuarial valuation is done for the Company as a whole.
to above Related Parties.(iii) Transactions and balances relating to reimbursement of expenses to/ from the above Related Parties have not been
considered.(iv) Inter corporate loans/advances have been given for business purposes.
43. Disclosure as required under the Micro Small and Medium Enterprises Development Act 2006 to the extent ascertained and
(`
Sl.
No.
Particulars As at 31st
March, 2018
As at 31st March, 2017
As at 1st April, 2016
(i) The principal amount and interest due thereon remaining unpaid to any 3322.68 1258.13 1849.10
(ii) The amount of interest paid by the buyer in terms of Section 16 of the Micro Small and Medium Enterprise Development Act 2006 along with the amounts of the payment made to the supplier beyond the appointed day. - - -
(iii) The amount of interest due and payable for the period of delay in
Small and Medium Enterprise Development Act 2006. - - -
(iv) The amount of interest accrued and remaining unpaid. - - -
(v) The amount of further interest remaining due and payable in the succeeding year until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductable expenditure under Section 23 of the Micro Small and Medium Enterprise Development Act 2006. - - -
44. Leases:
(a) Operating Lease :
lease agreements generally have an escalation clause and are not non-cancellable and are renewable by mutual consent on mutually agreed terms. There are no restrictions imposed by lease/ sub-lease agreements. The aggregate lease rental of ̀ 173.46
`
(b) Finance Lease:The Company has entered into Indefeasible Right of Usage (IRU) Agreements with certain customers for providing telecommunication
(`
Sl.
No.
Particulars 2017-18 2016-17
(i) Revenue from IRU recognised as an Outright Sale 26796.68 1630.99
(ii) 23931.95 1386.38
(iii) 2864.73 244.61
VTL
80
MP BIRLAGROUP
45. Disclosure on Provision relating to Warranty in accordance with Ind AS 37 “Provisions Contingent Liabilities and Contingent
Assets”:
(`Particulars As at 31st
March, 2018
As at 31st March, 2017
At the beginning of the Year 2235.08 1513.07Arising during the year 713.66 729.62
51.58 7.61At the end of the year 2897.16 2235.08
46. Disclosure on Corporate Social Responsibility Expenses:
(a) Gross amount required to be spent by the Company during the year in pursuance to the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder – ` `
(b) Details of amount actually spent by the Company is as follows:
(`Sl.
No.
Particulars 31st March, 2018 31st March, 2017Spent in
Cash
Yet to be
Spent in Cash
Total Spent in Cash
Yet to be Spent in Cash
Total
(i) Construction/acquisition of any asset - - - - - -(ii) Other Purposes –
(a) Contribution to an approved/registered
director and his relatives are trustees, for 177.42 - 177.42 133.80 - 133.80
(b) Direct Contribution for approved CSR 1.70 - 1.70 1.20 - 1.20
47. Details of Loans given, Investments made and Guarantee given covered under section 186(4) of the Companies Act 2013:
(`Sl.
No.
Name of the Company As at 31st
March, 2018
As at 31st March, 2017
Purpose
(i) Guarantee given-Birla Cable Limited (Formerly Birla Ericsson Optical Limited)
17965.00 17965.00
granted.
Note :
The Company has also accepted Cross Corporate Guarantee from BCL of ` `
48. Fair Value of Financial Assets and Financial Liabilities
(`Sl.
No.
Particulars Fair Value
Hierarchy
Note
No.
As at 31st March,
2018
As at 31st March, 2017
As at 1st April, 2016
Carrying
Value
Fair
Value
Carrying Value
Fair Value Carrying Value
Fair Value
I Financial Assets
(a) At Fair Value through Other Comprehensive Income (FVTOCI)-Investment in Quoted Equity Instruments Level 1 A 3535.17 3535.17 2264.94 2264.94 - --Investment in Un-Quoted Equity Instruments Level 3 B 132.88 132.88 119.22 119.22 103.87 103.87
VTL
81
MP BIRLAGROUP
(`Sl.
No.
Particulars Fair Value
Hierarchy
Note
No.
As at 31st March,
2018
As at 31st March, 2017
As at 1st April, 2016
Carrying
Value
Fair
Value
Carrying Value
Fair Value Carrying Value
Fair Value
(b) At Amortised Cost-Trade Receivables
} C
72054.11 72054.11 46962.19 46962.19 40008.90 40008.90-Other Financial Asset 19205.87 19205.87 19349.71 19349.71 15956.96 15956.96-Cash and Cash Equivalents 284.87 284.87 240.86 240.86 295.28 295.28
3150.50 3150.50 3773.39 3773.39 2338.10 2338.10Total Financial Assets 98363.40 98363.40 72710.31 72710.31 58703.11 58703.11
II Financial Liabilities
(a) At Amortised Cost-Borrowings
} C47062.92 47062.92 27568.49 27568.49 31319.32 31319.32
-Trade Payable 46481.69 46481.69 30444.23 30444.23 17893.45 17893.45-Other Financial Liabilities 682.79 682.79 1445.57 1445.57 446.31 446.31
(b)[Provision for MTM on Derivative Instruments (Net)]-Foreign Exchange Forward Contract Level-2 D 0.29 0.29 14.42 14.42 25.26 25.26-Foreign Exchange Swap Contracts Level-2 D 37.56 37.56 85.90 85.90 101.05 101.05Total Financial Liabilities 94265.25 94265.25 59558.61 59558.61 49785.39 49785.39
transaction between the willing parties. The following methods and assumptions were used to estimate the fair value:
Income(OCI).
OCI.
maturities of these instruments. The Company has adopted Effective Interest Rate Method (EIR) for fair valuation of long term
Fair Value Hierarchy
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly (i.e. as prices) or indirectly (i.e. derived from prices).
49. Financial Risk Management Objectives and Policies:
(i) Market Risk:
denominated generally in USD, providing a natural hedge to some extent against foreign currency payments on account
selective hedging programmes by way of forward contracts currency swaps and interest rate swaps including for underlying
VTL
82
MP BIRLAGROUP
The Company uses forward exchange contracts to hedge its exposure in foreign currency. The details of foreign currency exposures hedged by derivative instruments and those that have not been hedged are as follows:
Particulars As at 31st March, 2018 As at 31st March, 2017 As at 1st April, 2016In Foreign Currency ` In lakhs In Foreign Currency ` In Foreign Currency `
Hedged :
Foreign currency exposures covered by Forward ContractsLong-term Borrowings USD 1247835 820.97 USD 1798888 1178.47 USD 2354759 1573.32Short-term Borrowings USD 470553 308.68 USD - - USD 648682 433.12
Other PayablesUSD 1216490 798.02 USD 1048471 684.65 USD 1083137 724.62EUR - - EUR 92772 64.97 EUR - -
TotalUSD 2934878 1927.67 USD 2847359 1863.12 USD 4086578 2731.06EUR - - EUR 92772 64.97 EUR - -
Unhedged :
Long-term BorrowingsUSD 961905 631.01 USD 1507986 984.45 USD 2050958 1386.45EUR - - EUR - - EUR 934925 708.49
Short-term BorrowingsUSD 1535289 1007.15 USD 2117142 1382.49 USD 4394300 2934.07EUR 990130 803.79 EUR 788580 552.24 EUR 663169 502.55
Other PayablesUSD 1435526 941.70 USD 367412 239.92 USD 613310 410.30NPR - - NPR 10158908 63.49 NPR 217844 1.36EUR 130229 105.72 EUR 1071621 750.46 EUR 276000 209.57
Receivables
USD 2663768 1724.79 USD 319654 206.02 USD 1769557 1165.61EUR 306239 243.40 EUR - - EUR 66700 49.46GBP 15942 14.48 GBP - - GBP - -NPR 21204522 132.53 NPR 54622165 341.39 NPR 26252893 164.08USD 1 - USD 1 - USD 1 -NPR 5437647 33.99 NPR 161390 1.01 NPR 374500 2.34
Total
USD 6596489 4304.65 USD 4312195 2812.88 USD 8828126 5896.43NPR 26642169 166.52 NPR 64942463 405.89 NPR 26845237 167.78GBP 15942 14.48 GBP - - GBP - -EUR 1426598 1152.91 EUR 1860201 1302.70 EUR 1940794 1470.07
Foreign Currency Sensitivity:The following table demonstrates the sensitivity to a reasonably possible change in USD /EURO with all other variables held
(`Particulars As at 31st
March, 2018
As at 31st March, 2017
Change in USD (+)5%
(42.57) (201.23)Change in USD (-)5%
42.57 201.23
Particulars As at 31st
March, 2018
As at 31st March, 2017
Change in EURO (+)5%
(45.48) (65.13)Change in EURO (-)5%
45.48 65.13
environment.
VTL
83
MP BIRLAGROUP
Non-Convertible Debentures.
(`Type of Exposure As at 31st
March, 2018
As at 31st March, 2017
As at 1stApril, 2016
A. Fixed Rate Borrowings 25657.55 5052.39 9611.23B. Variable Rate Borrowings 21405.37 22516.10 21708.09
Less : Borrowings Hedged by Swap Contracts (1451.98) (2162.91) (2959.77)19953.39 20353.19 18748.32
Interest Rate Sensitivity:
(`Particulars As at 31st
March, 2018
As at 31st March, 2017
As at 1stApril, 2016
(49.88) (50.88) (46.87)49.88 50.88 46.87
The Company is affected by the price volatility of certain commodities. Its operating activities require the purchase of raw
polymers, telecom ducts, power cables, conductors, transformers, fabricated steel, poles etc. To mitigate the commodity
manage the cost without any compromise on quality.
in the balance sheet at fair value through OCI. Having regard to the nature of securities, intrinsic worth, intent and long term
(ii) Credit Risk:
Government owned utilities/ entities/ and both public and private telecom sector operators and service provides, and accordingly
contracted delivery schedule. Outstanding customer receivables are regularly monitored and assessed. The Company follows the
(iii) Liquidity Risk:
VTL
84
MP BIRLAGROUP
(`Particulars Carrying
Value
Payable on
Demand*
Upto 12
Months
1 to 5 Years
As at 31st March, 2018
Borrowings* 47062.92 14919.41 20729.43 11414.08
Trade and Other Payables 47202.33 33.31 47159.17 9.85
Total 94265.25 14952.72 67888.60 11423.93
As at 31st March, 2017
Borrowings* 27568.49 14673.61 2914.69 9980.19Trade and Other Payables 31990.12 22.01 31958.16 9.95Total 59558.61 14695.62 34872.85 9990.14As at 1st April, 2016
Borrowings* 31319.32 6679.25 15890.99 8749.08Trade and Other Payables 18466.07 12.26 18443.69 10.12Total 49785.39 6691.51 34334.68 8759.20
50. Capital Management:
development. Capital includes issued capital, securities premium and all other equity reserves attributable to equity holders.The Company monitors capital using a gearing ratio which is net debt divided by total capital plus net debt. Net Debt is calculated as borrowings less cash and cash equivalents.
(`Particulars As at 31st
March, 2018
As at 31st March, 2017
As at 1stApril, 2016
Borrowings 47062.92 27568.49 31319.32Less: Cash and Cash Equivalents 284.87 240.86 295.28Net Debt 46778.05 27327.63 31024.04Equity Share Capital 1184.21 1184.18 1184.15Other Equity 51726.66 42993.07 36345.65Total Capital 52910.87 44177.25 37529.80Capital and Net Debt 99688.92 71504.88 68553.84Gearing Ratio 46.92%
51. Exceptions and Exemptions applied for Transition to Ind AS
Company has applied the below mentioned exemptions-(a) Optional Exemptions Availed:
(i) Property Plant and Equipment, Intangible Assets and Investment PropertiesAs permitted by para D5-D8B of Ind AS 101, the Company has elected to continue with the carrying values under previous GAAP for all the items of Property, Plant and Equipment. The same election has been made in respect of investment property and Intangible Assets also.
(ii) Designation of Investments in Equity InstrumentInvestment in Subsidiaries, Joint Ventures and Associates are recognised at deemed cost, i.e. carrying cost of the previous GAAP, as at the date of transition. All other equity instruments are designated at fair value through OCI on the date of transition.
VTL
85
MP BIRLAGROUP
(b) Mandatory Exceptions:(i) Estimates
Upon an assessment of the estimates made under Previous GAAP, the Company has concluded that there was no necessity to revise such estimates under Ind AS except where revision in estimates was necessitated by Ind AS. The estimates used
of transition to Ind AS and as at 31st March, 2017.
with Ind AS 109, prospectively for transactions occurring on or after the date of transition to Ind AS.
exist at the date of transition to Ind AS.52. Reconciliations of Transition to Ind AS:
GAAP to Ind AS in accordance with Ind AS 101:(a) Effect of Ind AS adoption on the Balance Sheet as at 31st March, 2017 and 1st April, 2016:
(`Particulars Note No. As at 31st March, 2017 As at 1st April, 2016
Previous
GAAP
Effect of
transition
to Ind AS
As per
Ind AS
Previous
GAAP
Effect of
transition
to Ind AS
As per
Ind AS
ASSETS
NON-CURRENT ASSETS
Property, Plant and Equipment i, x 7065.75 7065.75 7783.33 (1.85) 7781.481515.85 1515.85 12.46 12.46
Investment Property i 101.14 - 101.14 103.46 103.46Intangible Assets under Development i 43.52 43.52 - -Financial Assets
Investments ii 14386.07 946.35 15332.42 13880.22 71.92 13952.14Trade Receivables 460.34 460.34 1561.26 1561.26Others Financial Assets 1801.79 1801.79 1992.73 1992.73
Non-current Tax Assets (Net) 392.14 392.14 250.13 250.13Other Non-current Assets 171.23 171.23 45.78 45.78Total Non-current Assets 25937.83 946.35 26884.18 25629.37 70.07 25699.44
CURRENT ASSETS
Inventories 19051.45 19051.45 7725.48 7725.48Financial Assets
Trade Receivables 46501.85 46501.85 38447.64 38447.64Cash and Cash Equivalents 240.86 240.86 295.28 295.28
3773.39 3773.39 2338.10 2338.10Other Financial Assets vii 17551.10 (3.18) 17547.92 13971.85 (7.62) 13964.23Other Current Assets vi,vii 3488.64 (0.38) 3488.26 5837.64 1.43 5839.07
2.07 - 2.07 - - -Total Current Assets 90609.36 (3.56) 90605.80 68615.99 (6.19) 68609.80
Total Assets 116547.19 942.79 117489.98 94245.36 63.88 94309.24
VTL
86
MP BIRLAGROUP
(`Particulars Note No. As at 31st March, 2017 As at 1st April, 2016
Previous
GAAP
Effect of
transition
to Ind AS
As per
Ind AS
Previous
GAAP
Effect of
transition
to Ind AS
As per
Ind AS
EQUITY AND LIABILITIES
EQUITY
Equity Share Capital 1184.18 - 1184.18 1184.15 - 1184.15Other Equity 52(d) 42442.77 550.30 42993.07 35565.98 779.67 36345.65Total Equity 43626.95 550.30 44177.25 36750.13 779.67 37529.80
LIABILITIES
NON-CURRENT LIABILITIES
Financial LiabilitiesBorrowings iv 10001.36 (21.17) 9980.19 8786.18 (37.10) 8749.08Other Financial Liabilities 9.95 - 9.95 10.12 - 10.12
Other Non-current Liabilities iii - 508.81 508.81 - 255.95 255.95Provisions 2264.74 - 2264.74 1608.81 - 1608.81Deferred Tax Liabilities (Net) viii 486.00 (209.60) 276.40 486.80 160.41 647.21Total Non-current Liabilities 12762.05 278.04 13040.09 10891.91 379.26 11271.17
CURRENT LIABILITIES
Financial LiabilitiesBorrowings iv 16608.35 - 16608.35 20549.00 (388.77) 20160.23Trade Payables vi 30455.51 (11.28) 30444.23 17911.93 (18.48) 17893.45
Other Financial Liabilities vi 2501.47 14.42 2515.89 2947.25 25.26 2972.51Other Current Liabilities iii 10063.03 111.31 10174.34 3951.16 50.62 4001.78Provisions ix 314.07 - 314.07 1028.25 (763.68) 264.57Current Tax Liabilities (Net) 215.76 - 215.76 215.73 - 215.73Total Current Liabilities 60158.19 114.45 60272.64 46603.32 (1095.05) 45508.27
Total Equity and Liabilities 116547.19 942.79 117489.98 94245.36 63.88 94309.24
Note:
(`Particulars Note No. Previous
GAAP
Effect of transition
to Ind AS
As per
Ind AS
REVENUE
Revenue from Operations 102654.84 - 102654.84Other Income 1713.38 122.03 1835.41Total Revenue 104368.22 122.03 104490.25
EXPENSES
Cost of Raw Materials Consumed 15658.92 - 15658.92Cost of Materials and Other Contract Expenses 66969.48 - 66969.48Excise Duty 2887.36 - 2887.36
651.86 - 651.86(8712.02) - (8712.02)
v 4701.69 (41.93) 4659.76
VTL
87
MP BIRLAGROUP
(`Particulars Note No. Previous
GAAP
Effect of transition
to Ind AS
As per
Ind AS
Finance Costs iv 3669.59 404.69 4074.28Depreciation and Amortization Expenses 1266.41 - 1266.41Other Expenses vii 7670.87 4.44 7675.31Total Expense 94764.16 367.20 95131.36
9604.06 (245.17) 9358.89
Tax ExpensesCurrent Tax v 3151.32 14.51 3165.83Deferred Tax Charge/(Credit) viii (271.45) (99.36) (370.81)Total Tax Expense 2879.87 (84.85) 2795.02
6724.19 (160.32) 6563.87
Other Comprehensive Income
(a) Equity Instruments through OCI ii - 874.41 874.41v - (41.93) (41.93)
(c) Income Tax relating to these items v - 14.51 14.51Other Comprehensive Income for the period (Net of Tax) - 846.99 846.99
Total Comprehensive Income for the period 6724.19 686.67 7410.86
(c) Reconciliation of Total Comprehensive Income for the year ended 31st March, 2017:
(`Sl.
No.
Particulars Note No. Year ended
31.03.2017
A 6724.19
1 Recognition of subsidy income on systematic basis iii 111.312 Recognition of MTM on Forward Contract vi 6.283 Amortisation of upfront cost of Loan Liability on EIR basis iv (404.69)4 v 41.93B Total effect of transition to Ind AS (1+2+3+4) 6479.02
C viii 84.85D 6563.87
E Other Comprehensive Income for the Year (Net of Tax) 846.99F Total Comprehensive Income under Ind AS (D+E) 7410.86
(d) Reconciliation of Equity as at 31st March, 2017 and 1st April, 2016:
(`Sl.
No.
Particulars Note No. As at 31st
March, 2017
As at 1st
April, 2016
A Total Equity as reported under previous GAAP 43626.95 36750.13
1 Fair Value of Investment Designated through OCI ii 946.34 71.932 Recognition of subsidy income on systematic basis iii (349.47) (306.57)3 Amortisation of transaction cost of borrowings on EIR basis iv 21.17 425.864 Recognition of MTM on Forward Contracts vi (6.69) (12.97)
VTL
88
MP BIRLAGROUP
(`Sl.
No.
Particulars Note No. As at 31st
March, 2017
As at 1st
April, 2016
5 viii (61.05) (160.41)6 Dividend including tax not recognised as liability until declared ix - 763.687 Derecognition of Revaluation Reserve x - (1.85)B Total adjustments to equity 550.30 779.67
C Total equity under Ind AS (A+B) 44177.25 37529.80
(e) Effect of Ind AS adoption on the Cash Flow Statement for the year ended 31st March, 2017:
(`Sl.
No.
Particulars Previous
GAAP
Effect of
transition to
Ind AS
As per Ind AS
A Net Cash Flows from Operating Activities 9081.06 (837.41) 8243.65B Net Cash Flows from Investing Activities (2420.53) 1262.26 (1158.27)C Net Cash Flows from Financing Activities (6705.20) (434.60) (7139.80)D Net Increase/(Decrease) in Cash & Cash Equivalents (A+B+C) (44.67) (9.75) (54.42)
E 307.54 (12.26) 295.28F Cash & Cash Equivalents at the end of the year (D+E) 262.87 (22.01) 240.86
Note:
note.
Flow under Ind AS :
(`Sl.
No.
Particulars As at 31st
March, 2017
As at 1st
April, 2016
APrevious GAAP
262.87 307.54
B (22.01) (12.26)C
Ind AS (A+B)
240.86 295.28
Reference Notes to point no. (a), (b), (c) & (d) of Note No. 52 above :
(i) Property Plant and Equipment: The Company has elected the option to continue with the carrying value for all its Property,
GAAP and used it as the deemed cost on the date of transition.(ii) Investment in Equity Instruments: Under previous GAAP, Non-Current Investment in Equity Instruments were carried at
cost less provision for other than temporary diminution in the value of such investment. Under Ind AS, Investments (except
of Capital Reserve. Under Ind AS such Grant have been treated as a deferred income under liability and recognised in the
(iv) Borrowings: Under previous GAAP, Borrowings were measured at transaction value, with transaction cost recognised in the
Interest Rate (EIR) method.
Comprehensive Income”.
VTL
89
MP BIRLAGROUP
(vi) Forward Contracts: Under Previous GAAP the premium paid on forward contracts was recognised as expense or income over
(vii) Security Deposit : The Company has given certain interest free security deposit under long term lease agreement. Under IND AS, these security deposit needs to be fair valued. The difference between fair value and previous GAAP carrying value has been recognised as advance rent under Current Asset. The same has been charged as rent expense to the Statement
(viii) Deferred Taxes: Under Previous GAAP, deferred taxes were accounted for based on the income statement approach which requires creation of deferred tax asset/ liability on temporary differences between the taxable income and accounting income. Under Ind AS, deferred taxes are accounted for based on the balance sheet approach, which requires creation of deferred tax asset/ liability on temporary differences between the carrying amount of an asset/ liability in the Balance Sheet and its corresponding tax base. Application of Ind AS has also resulted in recognition of deferred taxes on new temporary differences
(ix) Dividend: Under previous GAAP (upto 31st March 2016), proposed dividend was recognised as liability in the period to which it was related (if subsequently approved by Board of Directors). Under Ind AS, proposed dividend is recognised as liability in the period in which it is approved by shareholders.
`
respective assets as on 01.04.2016 on consequential change in the governing Accounting Standards (AS).53.
As per our attached report of even date. Signatures to Notes 1 to 53
Chartered Accountants (DIN : 00394094) J. Veeraraghavan S.K. Misra
(DIN : 00078998) (DIN : 00009411) R.C. Tapuriah D.R. Bansal (DIN : 00395997) (DIN : 00050612)
Partner (DIN : 00179118) (DIN : 00043634)Membership No. 081350 (DIN : 06991807) (DIN : 06419513) Y.S. Lodha Managing Director (DIN : 00052861)
New Delhi, May 23, 2018 New Delhi, May 23, 2018
}
VTL
90
MP BIRLAGROUP
Independent Auditor’s Report on Consolidated Financial StatementTO THE MEMBERS OF VINDHYA TELELINKS LIMITED
Report on the Consolidated Ind AS Financial Statements
Management’s Responsibility for the Consolidated Ind AS Financial Statements
Auditor’s Responsibility
Opinion
Other Matters
` ` `
VTL
92
MP BIRLAGROUP
Annexure “A” to the Independent Auditors’ Report
(Referred to in Paragraph 1(f) under ‘Report on Other Legal and Regulatory requirements’ of our report on even date)
of the Act
Management’s Responsibility for Internal Financial Controls
Auditors’ Responsibility
Opinion
VTLMP BIRLAGROUP
Notes
As at
(` in lakhs)
As at
`
As at
`
ASSETS
Total Current AssetsTotal Assets
Total EquityLIABILITIES
Total Current LiabilitiesTotal Equity and Liabilities
}
VTLMP BIRLAGROUP
Notes
For the year ended
(` in lakhs) `
A INCOME
Total Income
B EXPENSES
Total Expenses
C
D
E PROFIT BEFORE TAX
Tax Expense
Total Tax Expense
PROFIT FOR THE YEAR
F OTHER COMPREHENSIVE INCOME (OCI)
TOTAL OTHER COMPREHENSIVE INCOME
G TOTAL COMPREHENSIVE INCOME FOR THE YEAR
Earning per Equity Share (EPS) in Rupees
`
}
VTLMP BIRLAGROUP
Description For the year ended
` (` in lakhs) ` `
CASH FLOW FROM OPERATING ACTIVITIES
Venture
Adjustments for :
Movement in Working Capital :
CASH FLOWS FROM INVESTING ACTIVITIES
VTLMP BIRLAGROUP
Description For the year ended
` (` in lakhs) ` `
CASH FLOWS FROM FINANCING ACTIVITIES
Cash and Cash Equivalents at the beginning of the year
Cash and Cash Equivalents at the end of the year
Components of Cash and Cash Equivalents
Particulars
Total Liabilities from Financing
Activities
}
VTLMP BIRLAGROUP
(a) Equity share capital
Particulars `
(b) Other Equity
`
Particulars Reserves and Surplus Items of Other Comprehensive
Income
Total
Securities
Premium
Reserve
Debenture
Redemption
Reserve
General
Reserve
Reserve
Fund
Capital
Reserve
Retained
Earnings Instruments Fair
Value Through Other
Comprehensive
Income
Revaluation
Reserve
}
VTL
100
MP BIRLAGROUP
(`
- - - -
- - - -
- - - -
- - - -
-
- - - - - - - - -
- -
- - - -
- -
- -
- - - - -
- 150.90 -
-
(`
VTL
101
MP BIRLAGROUP
Particulars (` in lakhs)
Net Block
Fair Value:
`
Information regarding Income and Expenditure of Investment Property Year ended
As at
(` in lakhs)
As at
`
As at
`
Gross Block
Opening Balance
Closing Balance
Accumulated Amortisation
Opening Balance
Closing Balance
Net Block
VTL
102
MP BIRLAGROUP
As at
(` in lakhs)
As at
`
As at
`
Investments in Associates
`
`
Total
Aggregate Amount of Quoted Investments
Aggregate Market Value of Quoted Investments
A Investments carried at Fair Value through Other Comprehensive Income
`
`
B Investment in Bond at Amortised Cost
`
VTLMP BIRLAGROUP
As at
(` in lakhs)
As at
`
As at
`
Authorised
`
Issued
`
Subscribed and Fully paid up
`
(a) Reconciliation of the number of equity shares and amount outstanding at the beginning of the year and at the end of the
year :
Description
Shares
` in lakhs ` `
`
Company:
Name of the Shareholder
Shares Holding
Capital Reserve
Securities Premium Account
Closing BalanceDebenture Redemption Reserve
VTL
109
MP BIRLAGROUP
General Reserve
Closing BalanceRetained Earnings
Other Comprehensive Income
Closing BalanceRevaluation Reserve
Closing Balance
Secured
As at
(` in lakhs)
As at
`
As at
`
VTL
111
MP BIRLAGROUP
As at
(` in lakhs)
As at
`
As at
`
(a) Deferred Tax Liabilities
(b) Deferred Tax Assets
Net Deferred Tax Liabilities
Reconciliation of Deferred Tax Liabilities (Net):
Opening Balance
Closing Balance
`
VTLMP BIRLAGROUP
` `
Current Tax
Total Tax Expense
Amount Recognised in the OCI
Total Tax Expense
Reconciliation of effective tax rate:
For the year ended
(` in lakhs) `
VTLMP BIRLAGROUP
`
Description Gratuity Pension
`
Description Gratuity Pension
`
Description Gratuity Pension
`
Description Gratuity Pension
`
Description Gratuity
VTLMP BIRLAGROUP
Description
100
`
Description Gratuity Pension
`
Description Delta Effect
ofDecrease Increase
`
Description Gratuity
` `
VTL
119
MP BIRLAGROUP
`
Gratuity
`
Cable
(a) Information about Operating Segments
`
Business Segments
Cable EPC Total
Revenue
Total Revenue from Operation
Results
Other Information
Segment Assets
Total Assets
` `
VTL
120
MP BIRLAGROUP
`
Geographical Segments
Total
` `
Associate Company
}
Nature of Transaction Year BCL BVPL PPHL RCCPL BFFOPL SPL VGF
VTL
122
MP BIRLAGROUP
Particulars Shri Saurabh
Chhajer
Shri Satyendu
Pattnaik Agarwal
Non Executive
Directors
Managing
Director
Chief Financial Company
Secretary
Vice President
Secretary
Notes:
``
`
Particulars
Assets”:
`
Particulars
VTLMP BIRLAGROUP
`
Particulars Fair Value
Hierarchy
Note
Carrying
Value
Fair Value
I Financial Assets
A
BC
Total Financial Assets
II Financial Liabilities
Total Financial Liabilities
Fair Value Hierarchy
VTLMP BIRLAGROUP
(i) Market Risk:
Particulars
In Foreign Currency ` In lakhs ` `
Hedged :
NPR
GBP
NPR
1
NPR
NPR
GBP
VTLMP BIRLAGROUP
`
Particulars
Particulars
`
Type of Exposure
Fixed Rate Borrowings
Variable Rate Borrowings
`
Particulars
VTLMP BIRLAGROUP
(ii) Credit Risk:
(iii) Liquidity Risk:
`
Particulars Carrying
Value
Payable on
Demand* Months
Borrowings*
Trade and Other Payables
Total
VTLMP BIRLAGROUP
`
Particulars
Previous
GAAP #
Effect of
transition
to Ind AS
As per
Ind AS
Previous
GAAP #
Effect of
transition
to Ind AS
As per
Ind AS
ASSETS
ii
Investments
Total Current Assets
Total Assets
Total Equity
LIABILITIES
VTL
129
MP BIRLAGROUP
(` in lakhs)Particulars Note No. As at 31st March, 2017 As at 1st April, 2016
Previous
GAAP #
Effect of
transition
to Ind AS
As per
Ind AS
Previous
GAAP #
Effect of
transition
to Ind AS
As per
Ind AS
Other Financial Liabilities 9.95 - 9.95 10.12 - 10.12Other Non-current Liabilities iii - 508.81 508.81 - 255.95 255.95Provisions xi 2264.79 (0.05) 2264.74 1630.91 (22.10) 1608.81Deferred Tax Liabilities (Net) viii, xi 485.29 (9.67) 475.62 508.54 257.52 766.06Total Non-current Liabilities 12761.39 477.92 13239.31 11154.58 235.44 11390.02CURRENT LIABILITIES
Financial LiabilitiesBorrowings iv, xi 16608.35 - 16608.35 21176.60 (1016.37) 20160.23Trade Payables xi 30463.35 (18.49) 30444.86 18661.04 (767.04) 17894.00Other Financial Liabilities vi, xi 2501.47 14.42 2515.89 3020.72 (48.21) 2972.51
Other Current Liabilities iii, xi 10064.10 110.64 10174.74 3987.44 14.46 4001.90Provisions ix, xi 331.03 - 331.03 1102.26 (825.07) 277.19Current Tax Liabilities (Net) xi 235.71 - 235.71 449.17 (177.27) 271.90Total Current Liabilities 60204.01 106.57 60310.58 48397.23 (2819.50) 45577.73Total Equity and Liabilities 130423.90 111577.24 242001.14 108611.32 89248.93 197860.25
(` in lakhs)Particulars Note No. Previous
GAAP
Effect of transition
to Ind AS
As per
Ind AS
REVENUE
xi 102664.76 (9.92) 102654.84iii, vi, vii & xi 2979.33 533.81 3513.14
Total Revenue 105644.09 523.89 106167.98
EXPENSES
15658.92 - 15658.92Cost of Materials and Other Contract Expenses xi 66977.11 (7.63) 66969.48Excise Duty 2887.36 - 2887.36Purchase of Stock-in-Trade 651.86 - 651.86
Work-in-Progress (8712.02) - (8712.02)v, xi 4732.59 (45.47) 4687.12
Finance Costs iv 3669.59 404.69 4074.28xi 1266.49 (0.08) 1266.41
Other Expenses vii, xi 7685.98 (0.88) 7685.10Total Expense 94817.88 350.63 95168.51
Joint venture 10826.21 173.26 10999.47
VTL
130
MP BIRLAGROUP
(` in lakhs)Particulars Note No. Previous
GAAP
Effect of transition
to Ind AS
As per
Ind AS
xi & xii 914.95 8111.41 9026.3611741.16 8284.67 20025.83
Tax ExpenseCurrent Tax v, xi 3332.70 10.05 3342.75Deferred Tax Charge/(Credit) viii, xi (271.17) (49.91) (321.08)
3061.53 (39.86) 3021.67
PROFIT FOR THE YEAR 8679.63 8324.53 17004.16
OTHER COMPREHENSIVE INCOME
(a) Equity Instruments through OCI ii - 1148.13 1148.13v - (41.93) (41.93)
(ii) (a) Deferred Tax relating to Re-measurement vii - 14.51 14.51(b) Income Tax on Fair Valuation of Investments vii - (30.63) (30.63)
(iii) Share of Equity accounted Investees (Net of Tax) xi & xii - 10658.15 10658.15Other Comprehensive Income for the period - 11748.23 11748.23
Total Comprehensive Income for the period 8679.63 20072.76 28752.39
(c) Reconciliation of Total Comprehensive Income for the year ended 31st March, 2017:
(` in lakhs)Sl.
No.
Particulars Note No. Year ended
31.03.2017
A 8679.63
Ind AS Adjustment on account of :1 Recognition of subsidy income on systematic basis iii 111.312 Recognition of MTM on Forward Contract vi 6.283 iv (404.69)4 v 41.935. ii 433.88
Total effect of transition to Ind AS (1+2+3+4) 8868.34
C Deferred and Current tax adjustment on above (Net) viii 35.12D 8903.46
E xi & xii 8100.70F 17004.16
Other Comprehensive Income (Net of Tax):v (41.93)
Gain/ (loss) on fair value of equity Instruments ii 1148.13v 14.51ii (30.63)
Share of equity accounted investees xi, xii 10658.15G Total of Other Comprehensive Income for the Year 11748.23H Total Comprehensive Income under Ind AS (F+G) 28752.39
VTLMP BIRLAGROUP
`
Particulars As at 1st
A Total Equity as reported under previous GAAP
iiiiiiiviii
viivvii
B Total adjustments to equity
C
`
Particulars Previous
GAAP
Effect of
transition to
Ind AS
As per Ind AS
ABC
`
Particulars
A
BC
Property Plant and Equipment:
VTLMP BIRLAGROUP
Investment in Equity Instruments and mutual funds:
Government Grants:
Borrowings:
Forward Contracts:
Deferred Taxes:
Dividend:
Revaluation Reserve: `
Associates:
`
Name of Entity Net assets (Total assets Share in other
comprehensive income
Share in total
comprehensive income
Amount
consolidated
Amount
consolidated
Amount
consolidated
Amount
consolidated
Parent Company
Indian Subsidiary Companies
Total of Subsidiaries
VTLMP BIRLAGROUP
`
Name of Entity Net assets (Total assets Share in other
comprehensive income
Share in total
comprehensive income
Amount
consolidated
Amount
consolidated
Amount
consolidated
Amount
consolidated
Associate Companies
(Investment as per equity method)
Total of Associate Companies
(Investment as per equity method)
Grand Total
`
Particulars
Particulars Birla Cable
(Consolidated)
VTLMP BIRLAGROUP
Particulars Birla Cable
(Consolidated)
`
Particulars
Associates
Ventures
Associates Joint Associates Joint
}
VTLMP BIRLAGROUP
`
Nam
e o
f S
ub
sid
iary
Co
mp
an
y
Sh
are
Cap
ital
Reserv
es
To
tal
As
se
ts
To
tal
Lia
bil
itie
s
Inv
es
tme
nts
T
urn
ov
er
Ta
xa
tio
n
Ta
xa
tio
n
Div
ide
nd
Sh
are
ho
ldin
g
Ven
ture
Late
st
Au
dit
ed
Bala
nce
Sh
eet
Date
by t
he c
om
pan
y o
n t
he y
ear
en
d (
inclu
din
g
Su
bsid
iary
Co
mp
an
ies)
Netw
ort
h
att
rib
uta
ble
to
Sh
are
ho
ldin
g
as p
er
late
st
au
dit
ed
Bala
nce S
heet
Descri
pti
on
of
ho
w
there
is
Reaso
n
wh
y t
he
is n
ot
co
nso
lid
ate
d
Am
ou
nt
of
Investm
en
t in
(` In
lakh
s)
Exte
nt
of
Ho
ldin
g
Co
nsid
ere
d in
Co
nso
lid
ati
on
No
t C
on
sid
ere
d
in C
on
so
lid
ati
on
Asso
ciate
Co
mpa
ny
NA
Asso
ciate
Co
mpa
ny
NA
Asso
ciate
Co
mpa
ny
NA
Join
t NA
* No
tes:
}
VINDHYA TELELINKS LIMITEDCIN: L31300MP1983PLC002134
Udyog Vihar, P.O.Chorhata, Rewa-486 006 (M.P.), IndiaTelephone No. (07662) 400400 Fax No. (07662) 400591
ATTENDANCE SLIP
THIRTY FIFTH ANNUAL GENERAL MEETINGDate of Meeting - July 31, 2018
Folio No. /DP Id/Client Id
Name and Address of the Shareholder/
No. of Shares held
July 31, 2018 at 4.30 P.M. at Udyog Vihar, P.O. Chorhata, Rewa – 486 006 (M.P).
Signature of the Shareholder/Proxy/Authorised
NOTE(S):
duly signed.
(3) Only shareholders of the Company and/or their proxy will be allowed to attend the meeting.
Note: PLEASE CUT HERE AND BRING THE ABOVE ATTENDANCE SLIP TO THE MEETING
……………………………………………………………….......…......……………………………………………................................................
ELECTRONIC VOTING PARTICULARS
180613013 *
NOTE: